Common use of Conditions to Amendment and Restatement Clause in Contracts

Conditions to Amendment and Restatement. This amended and restated Agreement shall take effect from the first day that the Agent shall have received counterparts hereof signed by the Borrower, the Agent and the Banks, and each of the conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or met. (a) The Agent shall have received from the Borrower a certificate, dated the Refinancing Date, of its Secretary or Assistant Secretary as to (i) resolutions of its board of trustees then in full force and effect authorizing the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it and the Borrower's Amended and Restated Declaration of Trust and By-Laws; (ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; and (iv) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate. (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Date. (f) The Agent shall have received a Borrowing Base Certificate for the Borrower completed as of a date that is no more than three Business Days prior to the Refinancing Date. (g) The Agent shall have received copies of the most recent prospectus and statement of additional information for the Borrower in effect as of the Refinancing Date.

Conditions to Amendment and Restatement. This amended Neither any Lender, the Administrative Agent nor the Collateral Custodian shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied in the sole discretion of, or waived in writing by, the Administrative Agent: (a) Each Transaction Document shall have been duly executed by, and restated Agreement shall take effect from delivered to, the first day that parties thereto, and the Administrative Agent shall have received counterparts hereof signed such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Borrower, the Agent and the Banks, and each of the conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or met.Administrative Agent; (ab) The Administrative Agent shall have received from satisfactory evidence that the Borrower a certificate, dated and the Refinancing Date, Collateral Manager have obtained all required consents and approvals of its Secretary or Assistant Secretary as to (i) resolutions of its board of trustees then in full force and effect authorizing all Persons to the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it Agreement and the Borrower's Amended other Transaction Documents to which each is a party and Restated Declaration of Trust and By-Laws; (ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State consummation of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary transactions contemplated hereby or Assistant Secretary; and (iv) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate. (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank.thereby; (c) The Agent Borrower and the Collateral Manager shall each have received (1) an opinion, dated the Refinancing Date and addressed delivered to the Administrative Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially a certification in the form of Exhibit 4.1(c)-1 D; (d) The Borrower and (2) an opinion, dated the Refinancing Date and addressed Collateral Manager shall each have delivered to the Administrative Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel a certificate as to the Agent, substantially whether such entity is Solvent in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4.C. (e) The Agent Collateral Manager shall have received copies delivered to the Administrative Agent certification that no Default, Event of each investment advisory agreement between the Borrower Default, Change of Control or Collateral Manager Default has occurred and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Dateis continuing. (f) The Administrative Agent shall have received received, with a Borrowing Base Certificate counterpart for each Lender, the executed legal opinion or opinions of Xxxxxxx Xxxx & Xxxxx LLP counsel to the Borrower, covering (i) enforceability, grant and perfection of the security interests on the Collateral and (ii) non-consolidation of the Borrower completed as of a date that is no more than three Business Days prior with the Collateral Manager, in each case in form and substance reasonably acceptable to the Refinancing DateAdministrative Agent. (g) The Administrative Agent and each Lender shall have received copies of the most Credit and Collection Policy. (h) The Administrative Agent and the Lenders shall have received, sufficiently in advance of the A&R Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. (i) The Administrative Agent shall have received certificates dated as of a recent prospectus and statement date from the Secretary of additional information for State or other appropriate authority, evidencing the good standing of the Borrower and the Collateral Manager (i) in effect the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect. (j) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the Refinancing DateUCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent. (k) The Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of the Administrative Agent) to be received on the A&R Effective Date referred to herein to the extent invoiced. (l) No “Default”, “Event of Default” or “Collateral Manager Termination Event” is continuing under the Existing A&R Loan and Security Agreement. (m) Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that U.S. law requires each Lender and the Administrative Agent to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower.

Conditions to Amendment and Restatement. This amended Neither any Lender, the Administrative Agent nor the Collateral Custodian shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied in the sole discretion of, or waived in writing by, the Administrative Agent: (a) Each Transaction Document shall have been duly executed by, and restated Agreement shall take effect from delivered to, the first day that parties thereto, and the Administrative Agent shall have received counterparts hereof signed such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Borrower, the Agent and the Banks, and each of the conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or met.Administrative Agent; (ab) The Administrative Agent shall have received from satisfactory evidence that the Borrower a certificate, dated and the Refinancing Date, Collateral Manager have obtained all required consents and approvals of its Secretary or Assistant Secretary as to (i) resolutions of its board of trustees then in full force and effect authorizing all Persons to the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it Agreement and the Borrower's Amended other Transaction Documents to which each is a party and Restated Declaration of Trust and By-Laws; (ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State consummation of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary transactions contemplated hereby or Assistant Secretary; and (iv) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate. (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank.thereby; (c) The Agent Borrower and the Collateral Manager shall each have received (1) an opinion, dated the Refinancing Date and addressed delivered to the Administrative Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially a certification in the form of Exhibit 4.1(c)-1 D; (d) The Borrower and (2) an opinion, dated the Refinancing Date and addressed Collateral Manager shall each have delivered to the Administrative Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel a certificate as to the Agent, substantially whether such entity is Solvent in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4.C. (e) The Agent Collateral Manager shall have received copies delivered to the Administrative Agent certification that no Default, Event of each investment advisory agreement between the Borrower Default, Change of Control or Collateral Manager Default has occurred and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Dateis continuing. (f) The Administrative Agent shall have received received, with a Borrowing Base Certificate counterpart for each Lender, the executed legal opinion or opinions of Xxxxxxx Xxxx & Xxxxx LLP counsel to the Borrower, covering (i) enforceability, grant and perfection of the security interests on the Collateral and (ii) non-consolidation of the Borrower completed as of a date that is no more than three Business Days prior with the Collateral Manager, in each case in form and substance reasonably acceptable to the Refinancing DateAdministrative Agent. (g) The Administrative Agent and each Lender shall have received copies of the most Credit and Collection Policy. (h) The Administrative Agent and the Lenders shall have received, sufficiently in advance of the A&R Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. (i) The Administrative Agent shall have received certificates dated as of a recent prospectus and statement date from the Secretary of additional information for State or other appropriate authority, evidencing the good standing of the Borrower and the Collateral Manager (i) in effect the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect. (j) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the Refinancing DateUCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent. (k) The Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of the Administrative Agent) to be received on the A&R Effective Date referred to herein to the extent invoiced.

Conditions to Amendment and Restatement. Each of the Borrowers represents that, since July 31, 2002, there has been no Material Adverse Change with respect to such Borrower. This amended and restated Agreement shall take effect from the first day that the Agent shall have received counterparts hereof signed by the BorrowerBorrowers, the Agent and the Banks, and each of the following conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or metmet (the "Refinancing Date"). (a) The Agent shall have received from the each Borrower a certificate, dated the Refinancing Date, of its Secretary or Assistant Secretary as to (i) resolutions of its board of trustees then in full force and effect authorizing the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it and the Borrower's Amended and Restated Declaration of Trust as amended or amended and restated to the date hereof and By-Laws; (ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the such Borrower's valid existence as evidenced by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; and (iv) the fact that the agreements delivered by the such Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the such Borrower canceling or amending such prior certificate. (b) The Agent shall have received, received for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the from each Borrower duly executed and delivered by the such Borrower and made payable to the order of such Bank in the principal amount of such Bank's Commitment. (c) The Agent shall have received (1i) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx Meagher & Xlom Flom (XxlinoisIllinois), counsel to the each Borrower, substantially in the substxxxxxxxy ix xxe form of Exhibit 4.1(c)-1 and (2ii) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from MayexMayer, Xxowx Brown, Rowe & XlatxMaw, xxunsel counsel to the Agent, substantially in the form of forx xx Exhibit 4.1(c)-2. (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower Borrowers and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the each Borrower and the Adviser, together with all sub-advisory agreements, if any any, in effect as of the Refinancing Date. (f) The Agent shall have received a Borrowing Base Certificate for the Borrower completed as of a date that is no more than three Business Days prior to the Refinancing Date. (g) The Agent shall have received copies of the most recent prospectus and statement of additional information for the Borrower Borrowers in effect as of the Refinancing Date. (g) The Agent shall have received from the Borrowers an Allocation Notice.

Conditions to Amendment and Restatement. This amended and restated The effectiveness of this Agreement on the Restatement Date shall take effect from be subject to the first day condition that the Administrative Agent on behalf of each Lender shall have received counterparts hereof signed by the Borrower, the Agent and the Banks, and each all of the conditions set forth following documents in this Section 4.1 has been waived by form and substance reasonably acceptable to the Agent and each Bank or met.Administrative Agent: (a) The Agent shall have received from a certificate of the Secretary of each of the Borrower a certificate, dated the Refinancing Date, of its Secretary or Assistant Secretary as to and Regional Management certifying (i) the resolutions of its the Borrower’s or Regional Management’s, as the case may be, members or board of trustees then directors, as applicable, approving this Agreement and (ii) the name, signature and authority of each officer who executes this Agreement on the Borrower’s or Regional Management’s behalf; (b) an executed copy of each of this Agreement, each Subservicing Agreement executed on the Restatement Date, each First Tier Purchase Agreement executed on the Restatement Date, the Second Tier Purchase Agreement, the 2017-1A SUBI Subservicing Agreement, the omnibus amendment to the First Tier Purchase Agreements that were executed on the Closing Date, and the first amendment to the 2017-1A SUBI Supplement; (c) all instruments and other documents required to perfect the Administrative Agent’s first priority security interest in the Collateral in all appropriate jurisdictions, including, without limitation, UCC financing statements; (d) the fees and expenses (including legal fees and expenses of the Administrative Agent and the Lenders) due to be paid pursuant to the Basic Documents, including, without limitation, the Restatement Upfront Fee Letters, shall have been paid in full force and effect authorizing all other acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this amended Agreement and restated Agreementall related documents and to constitute the same legal, the Notes valid and each other Credit Document to be executed by it binding obligations, enforceable in accordance with their respective terms, shall have been done and the Borrower's Amended performed and Restated Declaration of Trust and By-Lawsshall have happened in compliance with all Applicable Law; (iie) the incumbency and signatures no Event of those Default, Unmatured Event of its officers Default, Facility Amortization Event, Servicer Termination Event or agents authorized to act with respect to this amended and restated Agreement, the Notes and each any other Credit Document executed by it; (iii) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State breach of the Commonwealth Credit Agreement or any of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretaryother Basic Documents exists; and (ivf) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(eone or more opinions or bring-down letters from Xxxxxx & Bird LLP and Xxxxxx Bond Xxxxxxxxx (US) constitute all such agreements between the Borrower LLP in form and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as substance acceptable to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificateLenders. (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Date. (f) The Agent shall have received a Borrowing Base Certificate for the Borrower completed as of a date that is no more than three Business Days prior to the Refinancing Date. (g) The Agent shall have received copies of the most recent prospectus and statement of additional information for the Borrower in effect as of the Refinancing Date.

Conditions to Amendment and Restatement. This amended amendment and restated restatement of the First Amended and Restated Agreement shall take effect from is subject to the first day that fulfillment (to the Agent shall have received counterparts hereof signed by the Borrower, satisfaction of the Agent and the Banks, and each Lenders) of the following conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or met.precedent: (a) The Agent Borrower shall have received from executed and delivered to the Agent, with sufficient original counterpart copies for each Lender, this Agreement and the Notes; (b) The Borrower shall have delivered to the Agent the following, each of which shall be in form and substance satisfactory to the Agent: (i) copies of the certificate of incorporation of the Borrower and all amendments thereto, certified as of a certificate, dated date not more than forty-five days prior to the Refinancing Date, date hereof by the Secretary of its State of Delaware; (ii) a Certificate of the Secretary or Assistant Secretary as to (i) resolutions of the Borrower certifying to its board certificate of trustees then in full force incorporation and effect authorizing continued existence, the by-laws of the Borrower, the taking of all corporate action by the Borrower necessary to authorize the execution, delivery and performance of this amended each of the Loan Documents to which it is a party and restated Agreementthat such action has not been rescinded, the Notes and each other Credit Document to be executed by it limited or modified and the incumbency (with specimen signatures) of the Authorized Officers of the Borrower's Amended and Restated Declaration of Trust and By-Laws; (ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) good standing certificates as of a date not more than twenty days prior to the Borrower's valid existence as evidenced by a certificate issued by date hereof with respect to the Borrower from the Secretary of State of the Commonwealth state of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; and (iv) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower New Jersey and the Adviser as state of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate. (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as organization of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank.Borrower; (c) The Agent shall have received (1) an opinionopinion of George D. Pelose, dated general counsel to the Refinancing Date and Borrower, with respect to cxxxxxx xxxxxxx xs required by the Agent, addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom the Lenders (Xxlinoisand their respective participants and assigns), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed substance satisfactory to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel special counsel to the Agent, substantially in the form of Exhibit 4.1(c)-2. (d) The Agent shall have received evidence of payment copies of all accrued consents and unpaid feesauthorizations of, costs and expenses to permits from or filings with, any Governmental Authority or other Person required in connection with the extent then due and payable execution, delivery, performance on enforceability of this Agreement or the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to other Loan Documents or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4provision thereof. (e) The Borrower shall have delivered to the Agent results of lien searches, satisfactory to the Agent, against the Borrower in the State of New Jersey and such other jurisdictions as the Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Datedetermine. (f) The Agent Borrower shall have received a Borrowing Base Certificate made available for inspection by each Lender true, correct and complete copies of all Material Contracts as executed by the Borrower completed as of a date that is no more than three Business Days prior parties thereto, including all schedules thereto appropriately completed. The Material Contracts, including the schedules thereto, shall be in form and substance acceptable to the Refinancing DateLenders and the Agent. (g) There shall be no pending or threatened suit, action, investigation or other proceeding which, in the judgment of the Agent, could have a Material Adverse Effect on the Borrower. (h) The Agent shall have received copies for itself and for the accounts of the most recent prospectus Agent and statement each of additional information the Lenders, all fees, costs and expenses payable by the Borrower, to the extent payable on or prior to the closing contemplated hereby and under the other Loan Documents and letter agreements with respect to fees payable to the Agent, duly executed by the Borrower. (i) All matters related to the financial condition, assets, liabilities and creditworthiness of the Borrower shall be satisfactory to the Agent and the Lenders, in their sole discretion. (j) All legal matters relating to the execution and delivery of this Agreement and the other Loan Documents shall be satisfactory to special counsel for the Borrower in effect as of the Refinancing DateAgent.

Conditions to Amendment and Restatement. This amended No Lender shall be obligated to make any Advance hereunder, nor shall any Lender, the Administrative Agent or the Collateral Custodian be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by the Administrative Agent: (a) Each Transaction Document shall have been duly executed by, and restated Agreement shall take effect from delivered to, the first day that parties thereto, and the Administrative Agent shall have received counterparts hereof signed such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the Borrowerschedule of condition precedent documents attached hereto as Schedule I, each in form and substance satisfactory to the Agent and the Banks, and each of the conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or met.Administrative Agent; (ab) The Administrative Agent shall have received from satisfactory evidence that the Borrower a certificate, dated the Refinancing Date, has obtained all required consents and approvals of its Secretary or Assistant Secretary as to (i) resolutions of its board of trustees then in full force and effect authorizing all Persons to the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it Agreement and the Borrower's Amended other Transaction Documents to which it is a party and Restated Declaration the consummation of Trust and By-Lawsthe transactions contemplated hereby or thereby; (iic) The Borrower shall have delivered to the incumbency Administrative Agent a certification in the form of Exhibit D, and signatures such certification shall include a representation that the Borrower has neither incurred nor suffered to exist any Indebtedness (other than pursuant to the Existing Loan and Security Agreements) as of those of its officers or agents authorized to act with respect to this amended the Amendment and restated Agreement, the Notes and each other Credit Document executed by itRestatement Effective Date; (iiid) The Borrower shall have delivered to the Borrower's valid existence as evidenced by Administrative Agent a certificate issued by as to whether the Secretary Borrower is Solvent in the form of State of the Commonwealth of Massachusetts and appended Exhibit C. (e) The Collateral Administrator shall have delivered to the relevant certificate Administrative Agent certification that no Change of its Secretary Control or Assistant Secretary; and (iv) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower Collateral Administrator Termination Event has occurred and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificateis continuing. (bf) The Administrative Agent shall have received, with a counterpart for each Lender, the account executed legal opinion of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx Xxxxxxx Xxxxxxx & Xlom (Xxlinois)Xxxxxxxx LLP, counsel to the Borrower, substantially covering enforceability, grant and perfection of the security interests on the Collateral, in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed substance acceptable to the Administrative Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Date. (f) The Agent shall have received a Borrowing Base Certificate for the Borrower completed as of a date that is no more than three Business Days prior to the Refinancing Datediscretion. (g) The Administrative Agent and each Lender shall have received copies of the most recent prospectus Credit and Collection Policy. (h) The Administrative Agent and the Lenders shall have received, sufficiently in advance of the Amendment and Restatement Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. (i) On or prior to the Amendment and Restatement Effective Date, each applicable Lender shall have received a duly executed copy of its Variable Funding Note, in a principal amount equal to the Commitment of such Lender. (j) The UCC-1 financing statement is in proper form for filing in the filing office of additional information for the appropriate jurisdiction and, when filed, together with the Securities Account Control Agreement, is effective to perfect the Secured Parties’ security interest in the Collateral such that the Secured Parties’ security interest in the Collateral ranks senior to that of any other creditors of the Borrower in effect as of (whether now existing or hereafter acquired). (k) The SPV Mergers shall occur simultaneously with the Refinancing Dateclosing hereunder.

Conditions to Amendment and Restatement. This amended As conditions precedent to the effectiveness of the amendment and restated Agreement shall take effect from the first day that the Agent restatement of this Agreement: (1) The Borrower Parties shall have received counterparts hereof signed delivered or shall have caused to be delivered to the Administrative Agent, in form and substance satisfactory to the Lenders and their counsel and duly executed by the Borrower, the Agent and the Banks, and appropriate Persons (with sufficient copies for each of the conditions set forth in this Section 4.1 has been waived by Lenders), each of the Agent and each Bank or met.following: (aA) This Agreement; (B) To the extent requested by any Lender pursuant to Section 3.1 above and not previously delivered, a Note payable to such Lender; (C) To the extent not previously delivered, the REIT Guaranty and the Subsidiary Guaranties; (D) The Agent shall have received from Pledge Agreements; (E) A certificate of the Borrower a certificate, dated the Refinancing Date, of its Secretary or Assistant Secretary as to (i) of the general partner or managing member of those Borrower Parties which are partnerships or limited liability companies attaching copies of resolutions duly adopted by the Board of its board Directors of trustees then in full force and effect authorizing such general partner or managing member approving the execution, delivery and performance of this amended the Loan Documents on behalf of such Borrower Parties and restated Agreement, certifying the Notes names and each other Credit Document true signatures of the officers of such general partner or managing member authorized to be executed by it and sign the Borrower's Amended and Restated Declaration of Trust and By-LawsLoan Documents to which such Borrower Parties are party; (iiF) A certificate or certificates of the incumbency Secretary or an Assistant Secretary of those Borrower Parties which are corporations attaching copies of resolutions duly adopted by the Board of Directors of such Borrower Parties approving the execution, delivery and performance of the Loan Documents to which such Borrower Parties are party and certifying the names and true signatures of those the officers of its officers or agents each of such Borrower Parties authorized to act with respect to this amended and restated Agreement, sign the Notes and each other Credit Document executed by itLoan Documents on behalf of such Borrower Parties; (iiii) An opinion of counsel for the Borrower's valid existence Borrower Parties as evidenced by of the Closing Date, in form and substance reasonably acceptable to the Administrative Agent and the Lenders; and (ii) an opinion of counsel for MAC, in form and substance reasonably acceptable to the Administrative Agent and the Lenders, regarding MAC’s status as a certificate issued REIT; (H) Copies of the Certificate of Incorporation, Certificate of Formation, or Certificate of Limited Partnership of each of the Borrower Parties, certified by the Secretary of State of the Commonwealth state of Massachusetts and appended formation of such Person as of a recent date; provided that if there has been no amendment or modification to the relevant certificate of its Secretary or Assistant Secretary; and (iv) the fact that the agreements aforementioned documents since they were delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received Administrative Agent on July 30, 2004, then each Borrower Party may deliver a further certificate from the Secretary or an Assistant Secretary of such Borrower canceling Party (or amending if such prior certificate. (bPerson is a limited partnership, an authorized representative of its general partner) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note date of this Agreement certifying that the Borrower duly executed documents as previously delivered are true and delivered by the Borrower correct and made payable that there have been no amendments or changes to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Date. (f) The Agent shall have received a Borrowing Base Certificate for the Borrower completed as of a date that is no more than three Business Days prior to the Refinancing Date. (g) The Agent shall have received copies of the most recent prospectus and statement of additional information for the Borrower in effect as of the Refinancing Date.documents;

Conditions to Amendment and Restatement. The amendments to the Existing Loan and Servicing Agreement set forth herein shall not become effective until, and no Lender shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Facility Agent and the Required Lenders: (a) This amended Agreement and restated Agreement all other Transaction Documents and any applicable Support Facilities or counterparts hereof or thereof shall take effect from have been duly executed by, and delivered to, the first day that parties hereto and thereto and the Facility Agent and each Managing Agent shall have received counterparts hereof signed by such other documents, instruments, agreements, certificates and legal opinions (including the opinions relating to substantive consolidation and sale characterization and as to the federal tax status of the Borrower) as it or the Facility Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the date hereof, each in form and substance satisfactory to the Facility Agent; (b) The Borrower shall have paid all fees required to be paid by it on the date hereof, including all fees required hereunder and under the Fee Letters to be paid as of such date, and shall have reimbursed each Lender and each Managing Agent and the BanksFacility Agent for all fees, costs and expenses related to the transactions contemplated hereunder and under the other Transaction Documents and applicable Support Facilities, including the legal and other document preparation costs incurred by any Lender, Managing Agent and/or the Facility Agent; (c) Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the Xxxxx’x Industry Classifications; (d) The Transferred Loans shall consist of not fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, Loans to Obligors which are Affiliates of each other shall be deemed to be a single Loan); (e) No event shall have occurred that constitutes a Revolving Period Termination Event or Unmatured Termination Event (including without limitation, satisfaction of each of the Borrowing Base Test, the Overcollateralization Ratio Test, and the Required Equity Test); (f) The amount on deposit in the Interest Reserve Account shall be at least equal to the Interest Reserve Account Requirement; (g) Each Collateral Quality Test shall be satisfied; (h) The Borrower or the Servicer, as the case may be, shall have certified that the conditions set forth in clauses (c) through (g) above shall have been satisfied; (i) The Rating Agency shall have confirmed in writing to the Borrower and the Facility Agent that its rating of the Rated Facility is at least equal to the Required Facility Rating; and (j) Each Conduit Lender (if any) whose Commercial Paper Notes are being rated by Xxxxx’x or S&P shall have received, to the extent required under the terms of such Conduit Lender’s program documents, the written confirmation of such rating agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such Commercial Paper Notes by such rating agency. The Facility Agent shall promptly notify each Lender of the satisfaction or waiver of the conditions set forth in this Section 4.1 has been waived above. Upon the Fifth Restatement Effective Date, each Lender shall sell to the other Lenders (as determined by the Agent and each Bank or met. (a) The Agent shall have received from the Borrower a certificate, dated the Refinancing Date, of its Secretary or Assistant Secretary as to (i) resolutions of its board of trustees then in full force and effect authorizing the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it and the Borrower's Amended and Restated Declaration of Trust and By-Laws; (ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; and (iv) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate. (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Facility Agent), including any such costsand each Lender shall purchase from the other Lenders (as so determined by the Facility Agent) an interest in the outstanding Advances, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant for a purchase price equal to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as portion of the Refinancing Date. (f) The Agent shall have received a Borrowing Base Certificate for principal balance sold and purchased, so that, after giving effect to such sale and purchase, as nearly as practical, the Borrower completed as of a date that is no more than three Business Days prior aggregate Advances funded by each Lender Group are proportional to the Refinancing Date. (g) The Agent shall have received copies aggregate Commitments of the most recent prospectus and statement of additional information for Committed Lenders in the Borrower in effect as of the Refinancing DateLender Groups.

Conditions to Amendment and Restatement. The amendments to the Existing Loan and Servicing Agreement set forth herein shall not become effective until, and no Lender shall be obligated to take, fulfill or perform any other action hereunder until, the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Facility Agent and the Required Lenders: a. This amended Agreement and restated Agreement all other Transaction Documents and any applicable Support Facilities or counterparts hereof or thereof shall take effect from have been duly executed by, and delivered to, the first day that parties hereto and thereto and the Facility Agent and each Managing Agent shall have received counterparts hereof signed by such other documents, instruments, agreements, certificates and legal opinions (including the opinions relating to substantive consolidation and sale characterization and as to the federal tax status of the Borrower, ) as it or the Agent and the Banks, and each of the conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or met. (a) The Facility Agent shall have received from reasonably request in connection with the Borrower a certificate, dated the Refinancing Date, of its Secretary or Assistant Secretary as to (i) resolutions of its board of trustees then in full force and effect authorizing the execution, delivery and performance of transactions contemplated by this amended and restated Agreement, on or prior to the Notes date hereof, each in form and each other Credit Document substance satisfactory to the Facility Agent; b. The Borrower shall have paid all fees required to be executed paid by it on the date hereof, including all fees required hereunder and under the Borrower's Amended and Restated Declaration of Trust and By-Laws; (ii) the incumbency and signatures of those of its officers or agents authorized Fee Letters to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; and (iv) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser be paid as of such date; upon which certificate the , and shall have reimbursed each Lender and each Managing Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate. (b) The Facility Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses related to the extent then due transactions contemplated hereunder and payable on under the Refinancing Dateother Transaction Documents and applicable Support Facilities, together with Attorney Costs including the legal and other document preparation costs incurred by any Lender, Managing Agent and/or the Facility Agent; c. Obligors in respect of Borrowing Base Eligible Loans included as part of the Agent Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the extent invoiced prior Industry Classifications; d. The Transferred Loans shall consist of not fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, Loans to or on the Refinancing Date, plus such additional amounts Obligors which are Affiliates of Attorney Costs as each other shall constitute the Agent's reasonable estimate of Attorney Costs incurred or be deemed to be incurred by it through a single Loan); e. No event shall have occurred that constitutes a Revolving Period Termination Event or Unmatured Termination Event (including without limitation, satisfaction of each of the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between Borrowing Base Test, the Borrower Overcollateralization Ratio Test, and the AgentRequired Equity Test), including any such costs, fees and expenses then due and payable arising under or referenced ; f. The amount on deposit in Section 2.9(a) and those then due and payable pursuant to Section 9.4. (e) The Agent the Interest Reserve Account shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Date. (f) The Agent shall have received a Borrowing Base Certificate for the Borrower completed as of a date that is no more than three Business Days prior be at least equal to the Refinancing Date. (g) The Agent shall have received copies of the most recent prospectus and statement of additional information for the Borrower in effect as of the Refinancing Date.Interest Reserve Account Requirement;

Conditions to Amendment and Restatement. The amendments to the Existing Loan and Servicing Agreement set forth herein shall not become effective until, and no Lender shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Facility Agent and the Required Lenders: (a) This amended Agreement and restated Agreement all other Transaction Documents and any applicable Support Facilities or counterparts hereof or thereof shall take effect from have been duly executed by, and delivered to, the first day that parties hereto and thereto and the Facility Agent and each Managing Agent shall have received counterparts hereof signed by such other documents, instruments, agreements, certificates and legal opinions (including the opinions relating to substantive consolidation and sale characterization and as to the federal tax status of the Borrower) as it or the Facility Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the date hereof, each in form and substance satisfactory to the Facility Agent; (b) The Borrower shall have paid all fees required to be paid by it on the date hereof, including all fees required hereunder and under the Fee Letters to be paid as of such date, and shall have reimbursed each Lender and each Managing Agent and the BanksFacility Agent for all fees, costs and expenses related to the transactions contemplated hereunder and under the other Transaction Documents and applicable Support Facilities, including the legal and other document preparation costs incurred by any Lender, Managing Agent and/or the Facility Agent; (c) Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the Xxxxx’x Industry Classifications; (d) The Transferred Loans shall consist of not fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, Loans to Obligors which are Affiliates of each other shall be deemed to be a single Loan); (e) No event shall have occurred that constitutes a Termination Event or Unmatured Termination Event (including without limitation, satisfaction of each of the Borrowing Base Test, the Overcollateralization Ratio Test, and the Required Equity Test); (f) The amount on deposit in the Interest Reserve Account shall be at least equal to the Interest Reserve Account Requirement; (g) Each Collateral Quality Test shall be satisfied; (h) The Borrower or the Servicer, as the case may be, shall have certified that the conditions set forth in clauses (c) through (g) above shall have been satisfied; (i) The Rating Agency shall have confirmed in writing to the Borrower and the Facility Agent that its rating of the Rated Facility is at least equal to the Required Facility Rating; and (j) Each Conduit Lender whose Commercial Paper Notes are being rated by Xxxxx’x or S&P shall have received, to the extent required under the terms of such Conduit Lender’s program documents, the written confirmation of such rating agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such Commercial Paper Notes by such rating agency. The Documentation Agent shall promptly notify each Lender of the satisfaction or waiver of the conditions set forth in this Section 4.1 has been waived above. Upon the Fourth Restatement Effective Date, each Lender shall sell to the other Lenders (as determined by the Agent and each Bank or met. (a) The Agent shall have received from the Borrower a certificate, dated the Refinancing Date, of its Secretary or Assistant Secretary as to (i) resolutions of its board of trustees then in full force and effect authorizing the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it and the Borrower's Amended and Restated Declaration of Trust and By-Laws; (ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; and (iv) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate. (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Facility Agent), including any such costsand each Lender shall purchase from the other Lenders (as so determined by the Facility Agent) an interest in the outstanding Advances, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant for a purchase price equal to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as portion of the Refinancing Date. (f) The Agent shall have received a Borrowing Base Certificate for principal balance sold and purchased, so that, after giving effect to such sale and purchase, as nearly as practical, the Borrower completed as of a date that is no more than three Business Days prior aggregate Advances funded by each Lender Group are proportional to the Refinancing Date. (g) The Agent shall have received copies aggregate Commitments of the most recent prospectus and statement of additional information for Committed Lenders in the Borrower in effect as of the Refinancing DateLender Groups.

Conditions to Amendment and Restatement. This The Existing CSRA shall be amended and restated Agreement shall take effect from the first day that the Agent shall have received counterparts hereof signed by the Borrower, the Agent and the Banks, and each hereby as of the conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or met.Third A&R Date; provided that: (a) each of the following conditions has been satisfied or waived by the Xxxxxxx Parties on or prior to June 1, 2009 (which may occur concurrently with the effectiveness of such amendment and restatement): (i) The Agent Purchase and Sale Agreement shall be in form and substance satisfactory to the Xxxxxxx Parties in all respects (provided that the Xxxxxxx Parties acknowledge and agree that the terms and conditions of the Purchase and Sale Agreement in the form originally executed on the Signing Date are satisfactory). (ii) The Retail Acquisition shall have been (or shall be simultaneously) consummated in all respects in accordance with applicable Laws and the terms of (and upon the satisfaction of the conditions precedent set forth in) the Purchase and Sale Agreement in the form originally executed by the parties thereto (provided that any modifications, supplements or waivers thereof, or written consents or determinations thereunder, shall be reasonably satisfactory to the Xxxxxxx Parties), and the Sleeve Provider shall have received a certificate of a Responsible Officer of NRG Parent to such effect. (iii) Each agreement, opinion, certificate, instrument and other document required pursuant to the Purchase and Sale Agreement to be delivered by the parties thereto in connection with the closing of the Retail Acquisition shall have been duly executed and delivered and in full force and effect, and the Sleeve Provider shall have received a certificate of a Responsible Officer of NRG Parent to such effect and to the effect that attached thereto are true and complete copies of each such agreement, opinion, certificate, instrument and other document, each of which shall be in form and substance reasonably satisfactory to the Xxxxxxx Parties. (iv) The Xxxxxxx Parties shall have received evidence that NRG Parent has initiated the wire transfer in the Federal Wire System of the Initial Contribution for receipt by the Reliant Retail Obligors upon the open of business on May 1, 2009. (v) The Xxxxxxx Parties shall be satisfied as to the absence of any liabilities of the Reliant Retail Obligors or any Xxxxxxx Party to REI, any Affiliate of REI or any other Person arising as a result of the Retail Acquisition, including under any tax sharing or similar agreements (but excluding liabilities arising under the Purchase and Sale Agreement or the ML/REI Letter Agreement). (vi) The Offsetting Trades shall have been novated in accordance with Section 2.04. The PMI/REPS EEI shall have been terminated, all transactions thereunder novated to the PMI/REPS STANDARD ISDA and arrangements satisfactory to the Xxxxxxx Parties made for return of the original ML Guarantee in respect thereof. (vii) Since the date of the Audited Financial Statements, there shall have not have occurred any event or circumstance, either individually or in the aggregate that has had or could reasonably be expected to have a Retail Material Adverse Effect (as defined in the Purchase and Sale Agreement). (viii) Since December 31, 2008, there shall have not have occurred any event or circumstance, either individually or in the aggregate that has had or could reasonably be expected to have a material adverse effect on the business, operations, property or financial condition of NRG Parent and its Subsidiaries (other than the Reliant Retail Obligors) taken as a whole. (ix) The Xxxxxxx Parties shall have received a favorable written opinion of Xxxxxxxx & Xxxxx LLP, counsel for NRG Parent and the Reliant Retail Obligors (or from such other counsel, which may be in-house counsel, as is reasonably acceptable to the Borrower Xxxxxxx Parties), as to the enforceability of this Agreement and each other Transaction Document effective as of the Third A&R Date, the validity and perfection of the liens created by the Security Documents, the absence of any violation of law and absence of conflict with the Organization Documents and any material Contractual Obligations of the Reliant Retail Obligors and NRG Parent (provided that, other than with respect to the NRG Parent Credit Agreement, the Senior Note Documents and the Preferred Equity, or any refinancing in effect at the relevant time, such opinion as to absence of conflicts with other Contractual Obligations may be from in-house counsel to NRG Parent), as to the absence of a substantive consolidation between any of RERH Holdings or the IT Trust, on the one hand, with NRG Parent, on the other hand, and covering such other matters relating to the Reliant Retail Obligors, NRG Parent, this Agreement or the transactions contemplated hereby as the Xxxxxxx Parties or their counsel shall reasonably request. In addition, the Reliant Retail Obligors shall have made available to the Xxxxxxx Parties and their counsel such documents as any of them may request in order to enable counsel to the Xxxxxxx Parties to render to the Xxxxxxx Parties such legal opinions, if any, as the Xxxxxxx Parties may request. (x) The Risk Management Policy shall be in form and substance reasonably satisfactory to the Xxxxxxx Parties. The Xxxxxxx Parties acknowledge and agree that Section VII of the Risk Management Policy in the form delivered by the Xxxxxxx Parties to NRG Parent on February 26, 2009 is satisfactory; provided any supplements, amendments or modifications thereto shall be satisfactory to the Xxxxxxx Parties in all respects. (xi) The members of senior management, including the board of managers (or similar governing body), of the Reliant Retail Obligors shall be reasonably satisfactory to the Xxxxxxx Parties. (xii) The Working Capital Facility and each other Transaction Document shall be in full force and effect, and in the case of each other Transaction Document, together with all amendments and modifications thereto as may be necessary or reasonably requested by the Xxxxxxx Parties in connection with the consummation of the Retail Acquisition. Without limiting the generality of the foregoing, each of the Tax Subordination Agreement, the Sublease, the Parent Consent and Agreement, the Transition Services Agreement and Parent Services Agreement shall be in form and substance satisfactory the Xxxxxxx Parties (provided that the Xxxxxxx Parties acknowledge and agree that the terms and conditions of the Sublease, the Parent Consent and Agreement, the Transition Services Agreement and the Parent Services Agreement, in the original forms attached to the Purchase and Sale Agreement are satisfactory). (xiii) The Xxxxxxx Parties shall have received the IT Trust Transfer and Allocation Plan and the IP Trust shall have been dissolved in a manner reasonably satisfactory to the Xxxxxxx Parties. (xiv) The NRG IT Trust shall have been duly formed in accordance with the law of the State of Delaware, the NRG IT Trust Agreement shall be in full force and effect, and the Xxxxxxx Parties shall have received a favorable written opinion of special Delaware counsel to the NRG IT Trust covering the formation of the NRG IT Trust, the enforceability of the NRG IT Trust Agreement and such other matters relating to the NRG IT Trust as the Xxxxxxx Parties or their counsel shall reasonably request. (xv) The partial assignment of the GLO Contract shall have been consummated in accordance with the terms of the GLO Assignment Agreement and the Xxxxxxx Parties shall have received a copy of the consent and release from GLO in respect thereof. (xvi) The Reliant Retail Obligors shall have received all necessary third-party consents and approvals to the transactions contemplated by this Agreement. (xvii) REI shall not be in breach of any of its obligations under the ML/REI Letter Agreement. (xviii) The Xxxxxxx Parties shall have received all fees and expenses that are due under any Transaction Document (or shall have received evidence that payment of all such fees and expenses has been initiated in the Federal Wire System for payment upon the open of business on May 1, 2009), including under the Exclusivity and Fee Letter, the NRG/ML Letter Agreement and the ML/REI Letter Agreement, including payment of the following: (i) the invoice of the Xxxxxxx Parties, (ii) the invoice of Milbank, Tweed, Xxxxxx & XxXxxx LLP and (iii) the invoice of Xxxxxxx & Marsal. (xix) Each action contemplated to occur on or prior to the Third A&R Date pursuant to the Upton Wind Side Letter shall have been consummated in accordance with the terms thereof. (xx) The Xxxxxxx Parties shall have received a certificate, dated the Refinancing Third A&R Date, of its Secretary or Assistant Secretary as toa Responsible Officer of REPS, to the effect that: (i) resolutions of its board of trustees then in full force and effect authorizing the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it and the Borrower's Amended and Restated Declaration of Trust and By-Laws; (ii1) the incumbency representations and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State warranties of the Commonwealth Reliant Retail Obligors made in Section 5 and in the other Transaction Documents are true and correct in all material respects on and as of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; Third A&R Date, and (iv2) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower no Reliant Default or Reliant Event of Default has occurred and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate. (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change is continuing as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Third A&R Date. (f) The Agent shall have received a Borrowing Base Certificate for the Borrower completed as of a date that is no more than three Business Days prior to the Refinancing Date. (g) The Agent shall have received copies of the most recent prospectus and statement of additional information for the Borrower in effect as of the Refinancing Date.

Conditions to Amendment and Restatement. This amended As conditions precedent to the effectiveness of the amendment and restated Agreement shall take effect from the first day that the Agent restatement of this Agreement: (1) The Borrower shall have received counterparts hereof signed delivered or shall have caused to be delivered to the Administrative Agent, in form and substance satisfactory to the Lenders and their counsel and duly executed by the Borrower, the Agent and the Banks, and appropriate Persons (with sufficient copies for each of the conditions set forth in this Section 4.1 has been waived by Lenders), each of the Agent and each Bank or met.following: (aA) This Agreement; (B) To the extent requested by any Lender pursuant to Section 1.8(6) above and not previously delivered, a Note payable to such Lender; (C) The Agent shall have received from REIT Guaranty; (D) [RESERVED]; (E) A certificate of the Borrower a certificate, dated the Refinancing Date, of its Secretary or Assistant Secretary as to (i) of the general partner of the Borrower attaching copies of resolutions duly adopted by the Board of its board Directors of trustees then in full force and effect authorizing such general partner approving the execution, delivery and performance of this amended the Loan Documents on behalf of the Borrower and restated Agreementcertifying the names and true signatures of the officers of such general partner authorized to sign the Loan Documents to which the Borrower is a party on behalf of the Borrower; (F) A certificate of the Secretary or Assistant Secretary of MAC attaching copies of resolutions duly adopted by the Board of Directors of MAC approving the execution, delivery and performance of the Notes Loan Documents to which MAC is a party and each other Credit Document certifying the names and true signatures of the officers of MAC authorized to be executed by it sign the Loan Documents to which MAC is a party on behalf of MAC; (G) An opinion of counsel for the Borrower Parties as of the Closing Date, in form and substance reasonably acceptable to the Administrative Agent and the Lenders; (H) Copies of the Certificate of Incorporation and Certificate of Limited Partnership of MAC and the Borrower's Amended and Restated Declaration of Trust and By-Laws; (ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the Borrower's valid existence as evidenced by a certificate issued respectively, certified by the Secretary of State of the Commonwealth state of Massachusetts formation of such Person; (I) Copies of the Organizational Documents of each of the Borrower Parties (unless delivered pursuant to clause (H) above) certified by the Secretary or an Assistant Secretary of such Person (or, in the case of the Borrower, an authorized representative of its general partner) as of the date of this Agreement as being accurate and appended complete; (J) A certificate of authority and good standing or analogous documentation as of a recent date for each of the Borrower Parties for the state in which such Person is organized, formed or incorporated, as applicable; (K) From a Responsible Officer of the Borrower, a Closing Certificate dated as of the Closing Date; (L) Confirmation from the Administrative Agent (which may be oral) that all fees required to be paid by the Borrower on or before the Closing Date have been, or will upon the initial funding of the Revolving Loans be, paid in full; (M) Evidence satisfactory to the relevant certificate Administrative Agent that all reasonable costs and expenses of its Secretary the Administrative Agent, including, without limitation, fees of outside counsel and fees of third party consultants and appraisers, required to be paid by the Borrower on or Assistant Secretaryprior to the Closing Date have been, or will upon the funding of the Revolving Loans be, paid in full; and (N) From a Responsible Financial Officer of MAC, a Compliance Certificate in form and substance satisfactory to the Administrative Agent and the Lenders, evidencing, as applicable, MAC’s compliance with the financial covenants set forth under Section 8.12 below at and as of March 31, 2013. (2) MAC and its Subsidiaries shall have caused Phase I and the other environmental assessments as separately disclosed to the Administrative Agent on or prior to the date hereof to be conducted or have taken other steps to investigate the past and present environmental condition and use of their Retail/Other Properties (such Retail/Other Properties as used in this Section 5.1(2), Section 6.15 and Section 7.9, the “Designated Environmental Properties”). (3) The Borrower Parties shall have delivered documentation to the Administrative Agent which accurately sets forth as of the Closing Date all insurance policies currently in effect with respect to the respective Property and assets and business of MAC and its Subsidiaries, specifying for each such policy, (i) the amount thereof, (ii) the general risks insured against thereby, (iii) the name of the insurer and each insured party thereunder, (iv) the fact policy or other identification number thereof, and (v) the expiration date thereof. (4) Documentation evidencing the termination of the Subsidiary Guaranty (as defined in the Existing Credit Agreement) and Pledge Agreements (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the release of the Subsidiary Guarantors (as defined in the Existing Credit Agreement) and the Pledgors (as defined in the Existing Credit Agreement) from their obligations under such agreements shall have been executed and delivered. Each Lender, Swing Line Lender, Issuing Bank and each Agent acknowledges and agrees that the agreements delivered by its execution and delivery of this Agreement, it authorizes and directs DBTCA to negotiate, execute and deliver such documentation on each of their behalf and take any actions that DBTCA reasonably deems necessary or advisable to give effect to such terminations and releases. (5) All representations and warranties of the Borrower pursuant to Section 4.1(e) constitute Parties set forth herein and in the other Loan Documents shall be accurate and complete in all material respects as if made on and as of the Closing Date (unless any such agreements between the Borrower representation and the Adviser warranty speaks as of a particular date, in which case it shall be accurate and complete in all material respects as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate). (b6) The Agent There shall not have received, for the account of each Bank the Commitment of which shall change occurred and be continuing as of the Refinancing DateClosing Date any Event of Default or Potential Default. (7) All acts and conditions (including, a Note without limitation, the obtaining of any third party consents and necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Loan Documents by each of the Borrower duly executed Parties shall have been done and delivered by the Borrower and made payable to the order of such Bankperformed. (c) The Agent 8) There shall not have received (1) an opinionoccurred any change, dated the Refinancing Date and addressed to the Agent and all Banksoccurrence or development that could reasonably be expected, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs good faith opinion of the Agent Lenders, to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4have a Material Adverse Effect. (e9) The Agent All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by the Loan Documents shall have received copies of each investment advisory agreement between the Borrower be satisfactory in form and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Date. (f) The Agent shall have received a Borrowing Base Certificate for the Borrower completed as of a date that is no more than three Business Days prior substance to the Refinancing DateAdministrative Agent, the Lenders and their counsel. (g) The Agent shall have received copies of the most recent prospectus and statement of additional information for the Borrower in effect as of the Refinancing Date.

Conditions to Amendment and Restatement. This The Existing CSRA shall be amended and restated Agreement shall take effect from hereby as of the first day Unwind Start Date; provided that the Agent shall have received counterparts hereof signed by the Borrower, the Agent and the Banks, and each of the following conditions set forth in this Section 4.1 has been satisfied or waived by the Agent Merrill Parties on or prior to October 5, 2009 (which may occur concurrently with the effectiveness of such amendment and each Bank or met.restatement): (a) All Merrill Collateral shall have been returned to the Merrill Parties, including all ML Guarantees, and the Merrill Parties shall have been legally discharged, in each case, in a manner reasonably satisfactory to the Merrill Parties, from all other obligations under the Existing CSRA (including all obligations to post any collateral or provide credit support to any Governmental Authority or under any Power and Hedging Contract or any other agreement for the benefit of the Sleeve Obligors, but excluding indemnities and other contingent obligations not then due and payable), except for the Merrill Parties’ obligations in respect of the Post-Unwind Start Date Obligations. Without limiting the generality of the foregoing, each of the actions set forth in Section 12.18(a) and on Schedule 12.17(a) shall have been duly taken on the Unwind Start Date. (b) The Agent Sleeve Obligors shall have, no later than one Business Day prior to the Unwind Start Date, formally notified each TDSP that is the beneficiary of any ML Collateral that the Sleeve Obligors desire for such TDSP to release all ML Collateral, and to discharge all future obligations of the Merrill Parties to provide or post any future collateral or ML Guarantee, in exchange for alternate collateral or other arrangements to be negotiated between the Sleeve Obligors and such TDSP. (c) Since May 1, 2009, there shall have not have occurred any event or circumstance, either individually or in the aggregate that has had or could reasonably be expected to have a Material Adverse Effect. (d) The Merrill Parties shall have received a favorable written opinion of Xxxxxxxx & Xxxxx LLP, counsel for NRG and the Other Sleeve Obligors (or from such other counsel, which may be in-house counsel, as is reasonably acceptable to the Borrower a certificateMerrill Parties), dated as to the Refinancing enforceability of this Agreement effective as of the Unwind Start Date, the validity and perfection of its Secretary the liens created by Section 10, the absence of any violation of federal and New York law and absence of conflict with the organization documents and any material Contractual Obligations of the Sleeve Obligors (provided that, other than with respect to the NRG Credit Agreement, the Senior Note Documents and the Preferred Equity, or Assistant Secretary any refinancing in effect at the relevant time, such opinion as to (i) resolutions to absence of its board of trustees then conflicts with other Contractual Obligations may be from in-house counsel to NRG), in full force and effect authorizing each case, in connection with the execution, delivery and performance by the Sleeve Obligors of this amended and restated Agreement, the Notes and each covering such other Credit Document to be executed by it and the Borrower's Amended and Restated Declaration of Trust and By-Laws; (ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended matters relating to the relevant certificate of its Secretary Sleeve Obligors, this Agreement or Assistant Secretary; and (iv) the fact that transactions contemplated hereby as the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they Merrill Parties or their counsel shall have received a further certificate from the Borrower canceling or amending such prior certificate. (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4reasonably request. (e) The Agent Loans and all other Obligations under Working Capital Facility shall have received copies of each investment advisory agreement between the Borrower be repaid and satisfied in full and the Adviser, together with all sub-advisory agreements, if Working Capital Facility shall be terminated (other than indemnities and any in effect as similar obligations of the Refinancing DateSleeve Obligors not then due and payable and that expressly survive termination of this Agreement and the other Transaction Documents). (f) The Agent Merrill Parties shall have received a Borrowing Base Certificate for all reasonable fees and expenses that are due hereunder, including payment of the Borrower completed following: (i) the invoice of the Merrill Parties dated as of a date that is no more than three Business Days prior to September 30, 2009 and (ii) the Refinancing Dateinvoice of Milbank, Tweed, Xxxxxx & XxXxxx LLP dated September 30, 2009. (g) The Agent Merrill Parties shall have received copies a certificate, dated the Unwind Start Date, of a Responsible Officer of NRG, to the effect that: (1) the representations and warranties of the most recent prospectus Sleeve Obligors made in this Agreement are true and statement of additional information for the Borrower correct in effect all material respects on and as of the Refinancing Unwind Start Date, and (2) no Reliant Default or Reliant Event of Default has occurred and is continuing as of the Unwind Start Date.

Conditions to Amendment and Restatement. The amendments to the Existing Loan and Servicing Agreement set forth herein shall not become effective until, and no Lender shall be obligated to take, fulfill or perform any other action hereunder until, the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Facility Agent and the Required Lenders: (a) This amended Agreement and restated Agreement all other Transaction Documents and any applicable Support Facilities or counterparts hereof or thereof shall take effect from have been duly executed by, and delivered to, the first day that parties hereto and thereto and the Facility Agent and each Managing Agent shall have received counterparts hereof signed by such other documents, instruments, agreements, certificates and legal opinions (including the opinions relating to substantive consolidation and sale characterization and as to the federal tax status of the Borrower) as it or the Facility Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the date hereof, each in form and substance satisfactory to the Facility Agent; (b) The Borrower shall have paid all fees required to be paid by it on the date hereof, including all fees required hereunder and under the Fee Letters to be paid as of such date, and shall have reimbursed each Lender and each Managing Agent and the BanksFacility Agent for all fees, costs and expenses related to the transactions contemplated hereunder and under the other Transaction Documents and applicable Support Facilities, including the legal and other document preparation costs incurred by any Lender, Managing Agent and/or the Facility Agent; (c) Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the Industry Classifications; (d) The Transferred Loans shall consist of not fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, Loans to Obligors which are Affiliates of each other shall be deemed to be a single Loan); (e) No event shall have occurred that constitutes a Revolving Period Termination Event or Unmatured Termination Event (including without limitation, satisfaction of each of the Borrowing Base Test, the Overcollateralization Ratio Test, and the Required Equity Test); (f) The amount on deposit in the Interest Reserve Account shall be at least equal to the Interest Reserve Account Requirement; (g) Each Collateral Quality Test shall be satisfied; (h) The Borrower or the Servicer, as the case may be, shall have certified that the conditions set forth in clauses (c) through (g) above shall have been satisfied; (i) Each Conduit Lender (if any) whose Commercial Paper Notes are being rated by Xxxxx’x or S&P shall have received, to the extent required under the terms of such Conduit Lender’s program documents, the written confirmation of such rating agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such Commercial Paper Notes by such rating agency; (j) Upon the reasonable request of any Lender made at least ten days prior to the date hereof, the Borrower shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the date hereof; and (k) At least five days prior to the date hereof, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered a Beneficial Ownership Certification. The Facility Agent shall promptly notify each Lender of the satisfaction or waiver of the conditions set forth in this Section 4.1 has been waived by above. Upon the Agent and each Bank or met. (a) The Agent shall have received from the Borrower a certificate, dated the Refinancing Seventh Restatement Effective Date, of its Secretary or Assistant Secretary the outstanding Advances shall be reallocated as to (i) resolutions of its board of trustees then in full force and effect authorizing the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed contemplated by it and the Borrower's Amended and Restated Declaration of Trust and By-Laws; (ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; and (iv) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate2.16. (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Date. (f) The Agent shall have received a Borrowing Base Certificate for the Borrower completed as of a date that is no more than three Business Days prior to the Refinancing Date. (g) The Agent shall have received copies of the most recent prospectus and statement of additional information for the Borrower in effect as of the Refinancing Date.

Conditions to Amendment and Restatement. This amended Neither any Lender, the Administrative Agent nor the Collateral Custodian shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied in the sole discretion of, or waived in writing by, the Administrative Agent: (a) Each Transaction Document shall have been duly executed by, and restated Agreement shall take effect from delivered to, the first day that parties thereto, and the Administrative Agent shall have received counterparts hereof signed such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Borrower, the Agent and the Banks, and each of the conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or met.Administrative Agent; (ab) The Administrative Agent shall have received from satisfactory evidence that the Borrower a certificate, dated and the Refinancing Date, Collateral Manager have obtained all required consents and approvals of its Secretary or Assistant Secretary as to (i) resolutions of its board of trustees then in full force and effect authorizing all Persons to the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it Agreement and the Borrower's Amended other Transaction Documents to which each is a party and Restated Declaration of Trust and By-Laws; (ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State consummation of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary transactions contemplated hereby or Assistant Secretary; and (iv) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate. (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank.thereby; (c) The Agent Borrower and the Collateral Manager shall each have received (1) an opinion, dated the Refinancing Date and addressed delivered to the Administrative Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially a certification in the form of Exhibit 4.1(c)-1 D; (d) The Borrower and (2) an opinion, dated the Refinancing Date and addressed Collateral Manager shall each have delivered to the Administrative Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel a certificate as to the Agent, substantially whether such entity is Solvent in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4.C. (e) The Agent Collateral Manager shall have received copies delivered to the Administrative Agent certification that no Default, Event of each investment advisory agreement between the Borrower Default, Change of Control or Collateral Manager Default has occurred and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Dateis continuing. (f) The Administrative Agent shall have received received, with a Borrowing Base Certificate counterpart for each Lender, the executed legal opinion or opinions of Sxxxxxx Rxxx & Zxxxx LLP counsel to the Borrower, covering (i) enforceability, grant and perfection of the security interests on the Collateral and (ii) non-consolidation of the Borrower completed as of a date that is no more than three Business Days prior with the Collateral Manager, in each case in form and substance reasonably acceptable to the Refinancing DateAdministrative Agent. (g) The Administrative Agent and each Lender shall have received copies of the most Credit and Collection Policy. (h) The Administrative Agent and the Lenders shall have received, sufficiently in advance of the A&R Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. (i) The Administrative Agent shall have received certificates dated as of a recent prospectus and statement date from the Secretary of additional information for State or other appropriate authority, evidencing the good standing of the Borrower and the Collateral Manager (i) in effect the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect. (j) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the Refinancing DateUCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent. (k) The Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of the Administrative Agent) to be received on the A&R Effective Date referred to herein to the extent invoiced. (l) No “Default”, “Event of Default” or “Collateral Manager Termination Event” is continuing under the Existing A&R Loan and Security Agreement. (m) Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that U.S. law requires each Lender and the Administrative Agent to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower.

Conditions to Amendment and Restatement. The amendments to the Existing Loan and Servicing Agreement set forth herein shall not become effective until, and no Lender shall be obligated to take, fulfill or perform any other action hereunder until, the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Facility Agent and the Required Lenders: (a) This amended Agreement and restated Agreement all other Transaction Documents and any applicable Support Facilities or counterparts hereof or thereof shall take effect from have been duly executed by, and delivered to, the first day that parties hereto and thereto and the Facility Agent and each Managing Agent shall have received counterparts hereof signed by such other documents, instruments, agreements, certificates and legal opinions (including the opinions relating to substantive consolidation and sale characterization and as to the federal tax status of the Borrower) as it or the Facility Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the date hereof, each in form and substance satisfactory to the Facility Agent; (b) The Borrower shall have paid all fees required to be paid by it on the date hereof, including all fees required hereunder and under the Fee Letters to be paid as of such date, and shall have reimbursed each Lender and each Managing Agent and the BanksFacility Agent for all fees, costs and expenses related to the transactions contemplated hereunder and under the other Transaction Documents and applicable Support Facilities, including the legal and other document preparation costs incurred by any Lender, Managing Agent and/or the Facility Agent; (c) Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the Industry Classifications; (d) The Transferred Loans shall consist of not fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, Loans to Obligors which are Affiliates of each other shall be deemed to be a single Loan); (e) No event shall have occurred that constitutes a Revolving Period Termination Event or Unmatured Termination Event (including without limitation, satisfaction of each of the Borrowing Base Test, the Overcollateralization Ratio Test, and the Required Equity Test); (f) The amount on deposit in the Interest Reserve Account shall be at least equal to the Interest Reserve Account Requirement; {B2297203; 11} - 23 - (g) Each Collateral Quality Test shall be satisfied; (h) The Borrower or the Servicer, as the case may be, shall have certified that the conditions set forth in clauses (c) through (g) above shall have been satisfied; (i) Each Conduit Lender (if any) whose Commercial Paper Notes are being rated by Moody’s or S&P shall have received, to the extent required under the terms of such Conduit Lender’s program documents, the written confirmation of such rating agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such Commercial Paper Notes by such rating agency; (j) Upon the reasonable request of any Lender made at least ten days prior to the date hereof, the Borrower shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the date hereof; and (k) At least five days prior to the date hereof, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered a Beneficial Ownership Certification. The Facility Agent shall promptly notify each Lender of the satisfaction or waiver of the conditions set forth in this Section 4.1 has been waived by above. Upon the Agent and each Bank or met. (a) The Agent shall have received from the Borrower a certificate, dated the Refinancing Sixth Restatement Effective Date, of its Secretary or Assistant Secretary the outstanding Advances shall be reallocated as to (i) resolutions of its board of trustees then in full force and effect authorizing the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed contemplated by it and the Borrower's Amended and Restated Declaration of Trust and By-Laws; (ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; and (iv) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate2.16. (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Date. (f) The Agent shall have received a Borrowing Base Certificate for the Borrower completed as of a date that is no more than three Business Days prior to the Refinancing Date. (g) The Agent shall have received copies of the most recent prospectus and statement of additional information for the Borrower in effect as of the Refinancing Date.

Conditions to Amendment and Restatement. This No Lender shall be obligated to make any Advance hereunder, nor shall any Lender, the Administrative Agent or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder, and the Existing Loan and Security Agreement shall not be amended and restated Agreement hereby, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by the Administrative Agent: (a) Each Transaction Document shall take effect from have been duly executed by, and delivered to, the first day that parties thereto, and the Administrative Agent shall have received counterparts hereof signed such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Borrower, the Agent and the Banks, and each of the conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or met.Administrative Agent; (ab) The Administrative Agent shall have received from satisfactory evidence that each of the Borrower a certificate, dated and the Refinancing Date, Collateral Manager has obtained all required consents and approvals of its Secretary or Assistant Secretary as to (i) resolutions of its board of trustees then in full force and effect authorizing all Persons to the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it Agreement and the Borrower's Amended other Transaction Documents to which it is a party and Restated Declaration the consummation of Trust and By-Lawsthe transactions contemplated hereby or thereby; (iic) The Borrower shall have delivered to the incumbency and signatures Administrative Agent a certificate as to whether such Person is Solvent in the form of those Exhibit C; (d) The Borrower shall have delivered to the Administrative Agent a certification that no Default, Event of its officers Default or agents authorized to act Change of Control with respect to this amended the Borrower has occurred and restated Agreement, the Notes and each other Credit Document executed by itis continuing; (iiie) The Administrative Agent, the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; and (iv) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower Collateral Manager and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate. (b) The Collateral Agent shall have received, with a counterpart for each Lender, the account executed legal opinion or opinions of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois)Dechert LLP, counsel to the Borrower, substantially covering enforceability, non-consolidation, grant and perfection of the security interests on the Collateral in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed substance acceptable to the Administrative Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Date.discretion; (f) The Borrower, the Administrative Agent and the Collateral Agent shall have received a Borrowing Base Certificate for the Borrower completed as executed legal opinion or opinions of a date that is no more than three Business Days prior Dechert LLP, counsel to the Refinancing Date.Collateral Manager, covering enforceability of the Transaction Documents to which the Collateral Manager is a party; USActive 57310676.6USActive 60324964.3 (g) The Administrative Agent, the Lenders and the Collateral Agent shall have received copies the fees (including fees, disbursements and other charges of counsel to the Administrative Agent) to be received on date of the most recent prospectus initial Advance referred to herein; (h) The Administrative Agent and statement of additional information for the Borrower Lenders shall have received, sufficiently in effect as advance of the Refinancing A&R Effective Date., all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act;

Conditions to Amendment and Restatement. This amended and restated The effectiveness of this Agreement on the Restatement Date shall take effect from be subject to the first day condition that the Administrative Agent on behalf of each Lender shall have received counterparts hereof signed by the Borrower, the Agent and the Banks, and each all of the conditions set forth following documents in this Section 4.1 has been waived by form and substance reasonably acceptable to the Agent and each Bank or met.Administrative Agent: (a) The Agent shall have received from a certificate of the Secretary of each of the Borrower a certificate, dated the Refinancing Date, of its Secretary or Assistant Secretary as to and Regional Management certifying (i) the resolutions of its the Borrower’s or Regional Management’s, as the case may be, members or board of trustees then directors, as applicable, approving this Agreement and (ii) the name, signature and authority of each officer who executes this Agreement on the Borrower’s or Regional Management’s behalf; (b) an executed copy of each of this Agreement, each Subservicing Agreement executed on the Restatement Date, each First Tier Purchase Agreement executed on the Restatement Date, the Second Tier Purchase Agreement, the 2017-1A SUBI Subservicing Agreement, the omnibus amendment to the First Tier Purchase Agreements that were executed on the Closing Date, and the first amendment to the 2017-1A SUBI Supplement; (c) all instruments and other documents required to perfect the Administrative Agent’s first priority security interest in the Collateral in all appropriate jurisdictions, including, without limitation, UCC financing statements; (d) the fees and expenses (including legal fees and expenses of the Administrative Agent and the Lenders) due to be paid pursuant to the Basic Documents, including, without limitation, the Restatement Upfront Fee Letters, shall have been paid in full force and effect authorizing all other acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this amended Agreement and restated Agreementall related documents and to constitute the same legal, the Notes valid and each other Credit Document to be executed by it binding obligations, enforceable in accordance with their respective terms, shall have been done and the Borrower's Amended performed and Restated Declaration of Trust and By-Lawsshall have happened in compliance with all Applicable Law; (iie) the incumbency and signatures no Event of those Default, Unmatured Event of its officers Default, Facility Amortization Event, Servicer Termination Event or agents authorized to act with respect to this amended and restated Agreement, the Notes and each any other Credit Document executed by it; (iii) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State breach of the Commonwealth Credit Agreement or any of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretaryother Basic Documents exists; and (ivf) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(eone or more opinions or bring-down letters from Xxxxxx & Bird LLP and Xxxxxx Bond Xxxxxxxxx (US) constitute all such agreements between the Borrower LLP in form and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as substance acceptable to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate. (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Date. (f) The Agent shall have received a Borrowing Base Certificate for the Borrower completed as of a date that is no more than three Business Days prior to the Refinancing Date. (g) The Agent shall have received copies of the most recent prospectus and statement of additional information for the Borrower in effect as of the Refinancing Date.Lenders. ARTICLE FIVE

Conditions to Amendment and Restatement. This amended As conditions precedent to the effectiveness of the amendment and restated Agreement shall take effect from the first day that the Agent restatement of this Agreement: (1) The Borrower shall have received counterparts hereof signed delivered or shall have caused to be delivered to the Administrative Agent, in form and substance satisfactory to the Lenders and their counsel and duly executed by the Borrower, the Agent and the Banks, and appropriate Persons (with sufficient copies for each of the conditions set forth in this Section 4.1 has been waived by Lenders), each of the Agent and each Bank or met.following: (aA) This Agreement; (B) To the extent requested by any Lender pursuant to Section 1.8(6) above and not previously delivered, a Note payable to such Lender; (C) To the extent not previously delivered, the REIT Guaranty and the Subsidiary Guaranties; (D) The Agent shall have received from Pledge Agreements; (E) A certificate of the Borrower a certificate, dated the Refinancing Date, of its Secretary or Assistant Secretary as to (i) of the general partner or managing member of those Borrower Parties which are partnerships or limited liability companies attaching copies of resolutions duly adopted by the Board of its board Directors of trustees then in full force and effect authorizing such general partner or managing member approving the execution, delivery and performance of this amended the Loan Documents on behalf of such Borrower Parties and restated Agreement, certifying the Notes names and each other Credit Document true signatures of the officers of such general partner or managing member authorized to be executed by it and sign the Borrower's Amended and Restated Declaration of Trust and By-LawsLoan Documents to which such Borrower Parties are party; (iiF) A certificate or certificates of the incumbency Secretary or an Assistant Secretary of those Borrower Parties which are corporations attaching copies of resolutions duly adopted by the Board of Directors of such Borrower Parties approving the execution, delivery and performance of the Loan Documents to which such Borrower Parties are party and certifying the names and true signatures of those the officers of its officers or agents each of such Borrower Parties authorized to act with respect to this amended and restated Agreement, sign the Notes and each other Credit Document executed by itLoan Documents on behalf of such Borrower Parties; (iiii) An opinion of counsel for the Borrower's valid existence Borrower Parties as evidenced by of the Closing Date, in form and substance reasonably acceptable to the Administrative Agent and the Lenders; and (ii) an opinion of counsel for MAC, in form and substance reasonably acceptable to the Administrative Agent and the Lenders, regarding MAC’s status as a certificate issued REIT; (H) Copies of the Certificate of Incorporation, Certificate of Formation, or Certificate of Limited Partnership of each of the Borrower Parties, certified by the Secretary of State of the Commonwealth state of Massachusetts and appended formation of such Person as of a recent date; provided that if there has been no amendment or modification to the relevant certificate of its Secretary or Assistant Secretary; and (iv) the fact that the agreements aforementioned documents since they were delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received Administrative Agent on July 30, 2004, then each Borrower Party may deliver a further certificate from the Secretary or an Assistant Secretary of such Borrower canceling Party (or amending if such prior certificate. (bPerson is a limited partnership, an authorized representative of its general partner) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note date of this Agreement certifying that the Borrower duly executed documents as previously delivered are true and delivered by the Borrower correct and made payable that there have been no amendments or changes to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Date. (f) The Agent shall have received a Borrowing Base Certificate for the Borrower completed as of a date that is no more than three Business Days prior to the Refinancing Date. (g) The Agent shall have received copies of the most recent prospectus and statement of additional information for the Borrower in effect as of the Refinancing Date.documents;

Conditions to Amendment and Restatement. This amended The amendment and restated restatement of the Existing Credit Agreement shall take effect from is subject solely to satisfaction (or waiver) of the first day that the Agent shall have received counterparts hereof signed by the Borrower, the Agent and the Banksfollowing conditions precedent, and each upon satisfaction (or waiver) of such conditions the amendment and restatement of the conditions set forth Existing Credit Agreement in the form of this Section 4.1 has been waived by Agreement on the Agent and each Bank or met.Closing Date shall be effective: (a) The Agent shall have received from Administrative Agent’s receipt of the Borrower following, each of which may be delivered by facsimile or other electronic transmission (including “pdf” and “tif”), followed promptly after the Closing Date by originals unless otherwise specified, each properly executed by a certificateResponsible Officer of the applicable Loan Parties, and each dated the Refinancing Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date, ); provided that the delivery of its Secretary or Assistant Secretary as toany originals is not a condition precedent to the amendment and restatement of the Existing Credit Agreement in the form of this Agreement on the Closing Date: (i) Executed counterparts of this Agreement, executed by a Responsible Officer of each of the Loan Parties and the Administrative Agent; (ii) Notes executed by the Borrower in favor of each Lender requesting a Note at least two Business Days prior to the Closing Date; (iii) a certificate signed by a Responsible Officer of each of the Loan Parties (A) certifying and attaching the resolutions of its board of trustees then in full force and effect adopted by such Loan Party authorizing the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it Agreement and the Borrower's Amended Notes, if applicable, (B) certifying as to the incumbency and Restated Declaration specimen signature of Trust each Responsible Officer executing this Agreement and By-Lawsthe Notes, if applicable, (C) attaching a good standing certificate (or the local equivalent) and a certificate of incorporation (or the local equivalent) evidencing that such Loan Party is validly existing and in good standing (or the local equivalent) in its jurisdiction of organization, (D) certifying and attaching a true and complete copy of the Organization Documents of such Loan Party and (E) in the case of the certificate of Parent only, certifying that the conditions specified in Sections 4.01(b), (c) and (d) have been satisfied on and as of the Closing Date, in the form attached as Exhibit G hereto; (iiiv) an executed legal opinion of (A) Xxxxxx & Xxxxxxx LLP, special New York counsel for the incumbency and signatures of those of its officers or agents authorized Loan Parties, addressed to act with respect to this amended and restated Agreement, the Notes Administrative Agent and each other Credit Document executed by itLender and dated the Closing Date, substantially in the form attached hereto as Exhibit H-1, (B) Xxxxxxxxx Traurig LLP, special Nevada counsel for Actavis, addressed to the Administrative Agent and each Lender and dated the Closing Date, substantially in the form attached hereto as Exhibit H-2, (C) Xxxxxxxx, special Irish counsel for Parent, addressed to the Administrative Agent and each Lender and dated the Closing Date, substantially in the form attached hereto as Exhibit H-3 and (D) Loyens & Loeff Avocats à la Cour, special Luxembourg counsel for the Borrower, addressed to the Administrative Agent and each Lender and dated the Closing Date, substantially in the form attached hereto as Exhibit H-4; (iiiv) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended as to the relevant certificate financial condition and Solvency of Parent and its Secretary or Assistant SecretarySubsidiaries (on a consolidated basis, after giving effect to the Transactions), in the form attached as Exhibit I hereto; and (ivvi) a pay-off letter providing for the fact that repayment in full of indebtedness under the agreements delivered by the Borrower pursuant to Section 4.1(eExisting WC Credit Agreement (other than contingent indemnification obligations thereunder) constitute all such agreements between the Borrower and the Adviser as release of all Liens securing such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificateindebtedness. (b) The Agent There shall not have received, for occurred a “Xxxxxx Xxxxxxxx Material Adverse Effect” under the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such BankTransaction Agreement. (c) The Agent Acquisition shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrowerbeen or shall be, substantially simultaneously with the amendment and restatement of the Existing Credit Agreement in the form of Exhibit 4.1(c)-1 this Agreement, consummated in accordance with the terms of the Transaction Agreement without giving effect to any amendments, modifications, supplements, waivers or consents thereto that are materially adverse to the interests of the Lenders and not approved by the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed) and Actavis or any of its affiliates shall not have the right to terminate its (or their) obligations under the Transaction Agreement or decline to consummate the Acquisition pursuant to the Transaction Agreement solely as a result of a breach of representations material to the interests of the Lenders that are made by or with respect to Xxxxxx Xxxxxxxx and its Subsidiaries in the Transaction Agreement. It is understood and agreed that (A) no increase in consideration shall be deemed to be materially adverse to the interests of the Lenders so long as such increase is not funded with the proceeds of Indebtedness that would cause the Consolidated Leverage Ratio on a pro forma basis after giving effect to the Transactions, to exceed 4.25:1.00 and (2B) an opinion, dated the Refinancing Date and addressed a decrease in consideration of 20% or less shall not be deemed to be materially adverse to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to interests of the Agent, substantially in the form of Exhibit 4.1(c)-2Lenders. (d) The Agent Specified Representations shall have received evidence be true and correct. For the avoidance of payment doubt, if the conditions set forth in this Section 4.01 are satisfied, the absence of all accrued and unpaid fees, costs and expenses any Default shall not be a condition precedent to the extent then due amendment and payable on the Refinancing Date, together with Attorney Costs restatement of the Agent to Existing Credit Agreement in the extent invoiced prior to or on the Refinancing Date, plus such additional amounts form of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4this Agreement. (e) The All fees due to the Administrative Agent, the Arrangers and the Lenders pursuant to the Engagement Letter and, to the extent invoiced at least two Business Days prior to the Closing Date, all reasonable and documented expenses to be paid or reimbursed to the Administrative Agent and the Arrangers on or prior to the Closing Date pursuant to the Engagement Letter, shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Datebeen paid. (f) The Agent shall have received a Borrowing Base Certificate for To the Borrower completed as of a date that is no more than three Business Days extent requested at least seven days prior to the Refinancing Closing Date by any Lender through the Administrative Agent, the Borrower shall have delivered the documentation and other information with respect to the Loan Parties to the Administrative Agent and the Lenders that is required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, prior to the Closing Date. (g) . Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender will be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent will have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall have received copies promptly notify Parent, Actavis, the Borrower and the Lenders of the most recent prospectus Closing Date in writing, and statement of additional information for the Borrower in effect as of the Refinancing Datesuch notice shall be conclusive and binding.

Conditions to Amendment and Restatement. This amended amendment and restated restatement of the terms and provisions of the Original Credit Agreement shall take effect from become effective on the first day date upon which the following conditions have been satisfied; provided that unless and until this Agreement becomes effective, the Original Credit Agreement shall continue in effect on the terms thereof on the date hereof: (a) The Administrative Agent (or its counsel) shall have received from each party hereto, including the Guarantor, 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 telecopy transmission of a signed signature of this Agreement) that such party has signed a counterpart to this Agreement. (b) The Administrative Agent and the Documentary Agent shall have received counterparts hereof signed received, on behalf of themselves and the Lenders, a favorable written opinion of (i) the General Counsel of the Guarantor, in a form agreed upon by the Borrower, the Guarantor and the Lenders, and (ii) Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., counsel for the Guarantor, in a forx xxxxxd upon by the Borrower, the Guarantor and the Lenders, in each case (A) dated the Restatement Date, (B) addressed to the Agents and the Lenders, and (C) covering such other matters relating to the Loan Documents, the Mergers and the transactions contemplated thereby as the Administrative Agent and the BanksDocumentary Agent shall reasonably request, and each of the conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or metGuarantor hereby instructs such counsel to deliver such opinions. (ac) The All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder or the other Loan Documents shall be satisfactory to the Lenders and to Cravath, Swaine & Moore, special counsel for the Agents. (d) Xxe Administrative Agent and the Documentary Agent shall have received from (i) a copy of the articles of organization, including all amendments thereto, of the Borrower a certificateand the certificate of incorporation, dated the Refinancing Dateincluding all amendments thereto, of the Guarantor, each certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of the Borrower and the Guarantor as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each of the Borrower and the Guarantor dated the Restatement Date and certifying (A) in the case of the Guarantor, that attached thereto is a true and complete copy of the by-laws of the Guarantor as to in effect on the Restatement Date and at all times since a date prior to the date of the resolutions described in clause (B) below and, in the case of the Borrower, that attached thereto is a true and complete copy of the operating agreement of the Borrower as in effect on the Restatement Date and at all times since a date prior to the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Guarantor, individually and in its capacity as the sole member of the Borrower, authorizing (i) resolutions of its board of trustees then in full force the FSC Merger and effect authorizing (ii) the execution, delivery and performance of this the Loan Documents to which the Borrower or the Guarantor is a party and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and restated Agreementare in full force and effect, (C) that neither the Notes and each other Credit Document to be executed by it and the Borrower's Amended and Restated Declaration certificate of Trust incorporation and By-Laws; laws of the Guarantor nor the articles of organization and the operating agreement of the Borrower have been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above or the date of the certificate furnished pursuant to clause (ii) above, as applicable, and (D) as to the incumbency and signatures specimen signature of those each officer executing any Loan Document or any other document delivered in connection herewith on behalf of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; and (iv) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as Guarantor; (iii) a certificate of such date; upon which certificate the Agent and each Bank may conclusively rely another officer as to the matters described in clauses (i) incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) until they shall have received a further certificate from above; and (iv) such other documents as the Borrower canceling Lenders or amending such prior certificate. (b) The Agent shall have receivedCravath, Swaine & Moore, special counsel for the account of each Bank the Commitment of which shall change as of the Refinancing DateAgents, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4may reasonablx xxxuest. (e) The Administrative Agent and the Documentary Agent shall have received copies of each investment advisory agreement between a certificate, dated the Borrower Restatement Date and the Adviser, together with all sub-advisory agreements, if any in effect as signed by a Financial Officer of the Refinancing DateGuarantor, confirming compliance with the conditions precedent set forth in paragraphs (i) and (iii) of Section 6.01. (f) The Administrative Agent shall have received a Borrowing Base Certificate for the Borrower completed as of a date that is no more than three Business Days all fees and other amounts due and payable on or prior to the Refinancing Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (g) After giving effect to the Mergers and the other transactions contemplated hereby, the Guarantor, the Borrower and the Restricted Subsidiaries shall have outstanding no Debt or preferred stock other than (i) the Loans and other extensions of credit under this Agreement and (ii) the Debt permitted under Section 5.02(g); provided, however, that such Debt that shall remain outstanding after the Restatement Date pursuant to the terms of Section 5.02(g) shall be satisfactory in all respects to the Lenders (including, but not limited to, terms and conditions relating to the interest rates, fees, amortization, maturity, subordination, covenants, events of default and remedies). (h) The Agent Lenders shall have received copies of the most recent prospectus an unaudited pro forma condensed consolidated balance sheet and statement of additional information operations of the Guarantor as of and for the Borrower in effect as portion of the Refinancing Datefiscal year ended June 30, 1998. Such financial statements and other financial information provided to the Lenders by the Guarantor shall not be materially inconsistent with such financial statements or other financial information previously provided to the Lenders. (i) There shall be no litigation or administrative proceedings or other legal or regulatory developments, actual or threatened, that, in the reasonable judgment of the Lenders, involve a reasonable possibility of a Material Adverse Effect. (j) The Lenders shall be satisfied that the consummation of the Mergers and the other transactions contemplated by this Agreement will not (i) violate any applicable law, statute, rule or regulation (including, but not limited to, ERISA, margin regulations and Environmental Laws) or (ii) conflict with, or result in a default or event of default under (x) any indenture relating to any existing indebtedness of the Guarantor, the Borrower or any of the Restricted Subsidiaries that is not being repaid, repurchased or redeemed in full on or prior to the date hereof or (y) any other material agreement of the Guarantor, the Borrower or any of the Restricted Subsidiaries. (k) The Lenders shall be reasonably satisfied as to the amount and nature of any environmental and employee health and safety exposures to which the Guarantor and the Restricted Subsidiaries (other than the Borrower and its Subsidiaries) may be subject, and the plans of the Guarantor with respect thereto. (l) The Guarantor shall have in place insurance with reputable insurance companies or associations (or, to the extent consistent with prudent business practice, through its own program of self-insurance) in such amounts and covering such risks as is usually carried by companies in similar businesses and owning similar properties in the same general areas in which the Guarantor operates. (m) There shall have been no material adverse change in the business, assets, operations, properties, financial condition, contingent liabilities, prospects or material agreements of the Borrower and the Restricted Subsidiaries, taken as a whole, since December 31, 1997 or the Guarantor since July 30, 1998. (n) The Lenders shall be reasonably satisfied in all respects with the tax position and the contingent tax and other liabilities of the Guarantor, the Borrower and the Restricted Subsidiaries and the plans of the Guarantor and the Borrower with respect thereto. (o) All requisite material Governmental Authorities and Third Parties shall have approved of or consented to the transactions contemplated hereby and the Mergers to the extent required, all applicable appeal periods shall have expired and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Mergers or the other transactions contemplated hereby. (p) Each of the Mergers shall have been consummated, or shall be consummated simultaneously with the effectiveness of this agreement, in accordance with applicable law and on terms and conditions reasonably satisfactory to the Lenders. After giving effect to the consummation of the Mergers, the Lenders shall be reasonably satisfied with the capitalization and organizational structure of the Borrower and the Guarantor.

Conditions to Amendment and Restatement. This amended and restated Agreement shall take effect from the first day that the Agent shall have received counterparts hereof signed by the Borrower, the Agent and the Banks, and each The effectiveness of the conditions set forth in amendment and restatement evidenced by this Section 4.1 has been waived by Agreement is subject to the Agent and each Bank or met.following conditions: (a) The Agent Lender shall have received from the Borrower a certificatefollowing documents, each dated (except as specified below) the Refinancing Datedate hereof (the "RESTATEMENT DATE"), of its Secretary or Assistant Secretary as toin form and substance reasonably satisfactory to the Lender: (i) resolutions of its board of trustees then in full force and effect authorizing the execution, delivery and performance A counterpart of this amended and restated Agreement, the Notes and each other Credit Document to be Agreement executed by it the Borrower and the Borrower's Amended and Restated Declaration of Trust and By-Laws;Lender. (ii) Evidence satisfactory to it of the incumbency occurrence of the "RESTATEMENT DATE" under and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, as defined in the Notes and each other Credit Document executed by it;New Trust Facility. (iii) Favorable written legal opinions of David A. Poole, Senior Vice President and Associate General Coxxxxx xx XXX Xusiness Services Company, and Thelen Reid & Priest LLP, special New York counsel to the Borrower's valid existence , xx xxch case dated the date hereof, addressed to the Lender and in form and substance satisfactory to the Lender. (i) a copy of the certificate of incorporation, including all amendments thereto, of the Borrower, certified as evidenced by of a certificate issued recent date by the Secretary of State of the Commonwealth State of Massachusetts Texas, and appended a certificate as to the relevant good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of its the Secretary or an Assistant Secretary; and Secretary of the Borrower certifying (ivA) that attached thereto is a true and complete copy of the fact bylaws of the Borrower as in effect on the date hereof and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the agreements delivered Board of Directors authorizing the execution and delivery by the Borrower of this Agreement, the Loans to be requested by the Borrower hereunder and the performance by the Borrower of all of its obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) until they shall have received above; and (iv) a further certificate from of a Responsible Officer of the Borrower canceling stating that (A) no action, consent or amending approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the Borrower of this Agreement, except those as have been duly obtained and as are (1) in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the knowledge of such prior certificateperson, threatened appeal or other proceeding seeking reconsideration or review thereof, (B) the representations and warranties set forth in Article III hereof are true and correct in all material respects on and as of the date hereof, and (C) no Event of Default or Default has occurred and is continuing on the date hereof. (v) Such other approvals, opinions, certificates, instruments and documents as the Lender may have reasonably requested, in form satisfactory to the Lender (if applicable). (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank. (c) The Agent Lender shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and reimbursement of all expenses then for which invoices have been presented as and when due and payable arising under on or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Date. (f) The Agent shall have received a Borrowing Base Certificate for the Borrower completed as of a date that is no more than three Business Days prior to the Refinancing DateRestatement Date pursuant to the terms of this Agreement. (g) The Agent shall have received copies of the most recent prospectus and statement of additional information for the Borrower in effect as of the Refinancing Date.

Conditions to Amendment and Restatement. This amended The obligation of the Administrative Agent and restated each Lender to amend and restate the Original Credit Agreement shall take effect from pursuant hereto is subject to the first day that following conditions precedent: (a) the Administrative Agent shall have received counterparts hereof signed this Agreement duly executed by the BorrowerBorrower and its Subsidiaries, as Guarantors, the Agent Parent, as a Guarantor and the Banks, and each of the conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or met.Lenders; (ab) The if requested by any Lender, the Administrative Agent shall have received from for such Lender such Lender’s duly executed Notes of the Borrower a certificate, dated the Refinancing date hereof and otherwise in compliance with the provisions of Section 1.11 hereof; (c) the Administrative Agent shall have received the Master Reaffirmation duly executed by the Parent, the Borrower and its Subsidiaries, together with, to the extent not previously delivered to the Administrative Agent, (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (66% of such capital stock in the case of any Foreign Subsidiary as provided in Section 4.2 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against the Parent, the Borrower and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent; (d) to the extent not previously delivered to the Administrative Agent, the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee and additional insured; (e) the Administrative Agent shall have received copies of (i) the Parent’s, the Borrower’s and each Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, (ii) to the extent not previously delivered to the Administrative Agent, each Material Contract and any amendments thereto and (iii) to the extent not previously delivered to the Administrative Agent, the Intercompany Agreements, certified in each instance by its Secretary or Assistant Secretary as toSecretary; (if) the Administrative Agent shall have received copies of resolutions of its board the Parent’s, the Borrower’s and each Subsidiary’s Board of trustees then in full force Directors (or similar governing body) and effect the Borrower’s stockholders authorizing the execution, delivery and performance of this amended Agreement and restated Agreementthe other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the Notes persons authorized to execute such documents on the Parent’s the Borrower’s and each other Credit Document to be executed Subsidiary’s behalf, all certified in each instance by it and the Borrower's Amended and Restated Declaration of Trust and By-Laws; (ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; and (iv) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate. (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Date. (f) The Agent shall have received a Borrowing Base Certificate for the Borrower completed as of a date that is no more than three Business Days prior to the Refinancing Date.; (g) The the Administrative Agent shall have received copies of the most recent prospectus and statement certificates of additional information good standing for the Parent, the Borrower in effect as and each Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the Refinancing Datesecretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (h) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (i) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (j) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of the Borrower and each Guarantor evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (k) the Administrative Agent shall have received the favorable written opinion of counsel to the Parent, the Borrower and each Subsidiary, in form and substance satisfactory to the Administrative Agent; (l) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower; and (m) the Administrative Agent shall have received satisfactory evidence that (i) EBITDA for the twelve fiscal months ended December 31, 2010 was not less than 28,000,000, (ii) the Total Funded Debt to EBITDA Ratio based on its EBITDA for the twelve fiscal months ended December 31, 2010, calculated on a pro forma basis after giving effect to the initial Credit Event hereunder, is not greater than 2.25 to 1.0.

Conditions to Amendment and Restatement. This amended and restated Agreement shall take effect from the first day that the Agent shall have received counterparts hereof signed by the BorrowerBorrowers, the Agent and the Banks, and each of the conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or metmet (the "Refinancing Date"). (a) The Agent shall have received from the each Borrower a certificate, dated the Refinancing Date, of its Secretary or Assistant Secretary as to (i) resolutions of its board of trustees then in full force and effect authorizing the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it and the Borrower's Amended and Restated Declaration of Trust as amended or amended and restated to the date hereof and By-Laws; (ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the such Borrower's valid existence as evidenced by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; and (iv) the fact that the agreements delivered by the such Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the such Borrower canceling or amending such prior certificate. (b) The Agent shall have received, received for the account of each Bank the Commitment of which shall change as of the Refinancing Date(i) BofA, BNP Paribas, Commerzbank Aktiengesellschaft, New York and Grand Cayman Branches, and Credit Lyonnais a Note of the from each Borrower duly executed and delivered by the such Borrower and made payable to the order of such Bank in the principal amount of such Bank's Commitment and (ii) BofA, a Swing Loan Note from each Borrower duly executed and delivered by such Borrower and made payable to the order of such Bank in the principal amount of $25,000,000. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx Meagher & Xlom Flom (XxlinoisIllinois), counsel to the each Borrower, substantially substaxxxxxxx in the xxx form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Date. (f) The Agent shall have received a Borrowing Base Certificate for the Borrower completed as of a date that is no more than three Business Days prior to the Refinancing Date. (g) The Agent shall have received copies of the most recent prospectus and statement of additional information for the Borrower in effect as of the Refinancing Date.4.1

Conditions to Amendment and Restatement. This The Original Agreement shall not be amended and restated Agreement shall take effect from as provided herein until the first day that date (the Agent "CLOSING DATE") on which all of the following conditions have been satisfied (or waived, in accordance with Section 11.05): (a) The Issuing Bank shall have received counterparts hereof signed by each of the Borrowerparties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, the Agent Issuing Bank shall have received, in form satisfactory to it, telegraphic, telex, facsimile or other written confirmation from such party of execution of a counterpart hereof by such party). (b) The Issuing Bank shall have received a copy of the Security Agreement and the Securities Pledge and Security Agreement, in each case signed by all parties thereto. (c) The Issuing Bank shall have received a copy of the Xxxxxx Credit Agreement in the form signed by all parties thereto. (d) The Issuing Bank shall have received, with an original counterpart for each Bank, a certificate dated the Closing Date, substantially in the form of Exhibit F, executed by an Executive Vice President, a Senior Vice President or the Treasurer of the Company. (e) The Issuing Bank shall have received, with an original counterpart for each Bank, a certificate executed by a duly authorized officer of the Company and dated the Closing Date certifying that no material adverse change has occurred in the financial condition, results of operations or business of the Combined Companies (as such term is defined in the Xxxxxx Credit Agreement), taken as a whole, since November 30, 1994. (f) The Issuing Bank shall have received, with an original counterpart for each Bank, an opinion of special counsel for the Company, dated the Closing Date and addressed to the Issuing Bank and the Banks, substantially in the form of Exhibit G and each of covering such other matters incident to the conditions set forth in transactions contemplated by this Section 4.1 has been waived by Agreement as the Agent and each Issuing Bank or metany Bank shall reasonably request. (ag) The Agent Issuing Bank shall have received from received, with an original counterpart for each Bank, an opinion of internal counsel for the Borrower a certificateCompany, dated the Refinancing DateClosing Date and addressed to the Issuing Bank and the Banks, substantially in the form of its Secretary Exhibit H and covering such other matters incident to the transactions contemplated by this Agreement as the Issuing Bank or Assistant Secretary any Bank shall reasonably request. (h) The Issuing Bank shall have received, with an original counterpart for each Bank, an opinion from special Cayman Islands counsel to N.M.E. International (Cayman) Limited, dated the Closing Date and addressed to the Issuing Bank and the Banks, substantially in the form of Exhibit I and covering such other matters incident to the transactions contemplated by this Agreement as tothe Issuing Bank or any Bank shall reasonably request. (i) The Issuing Bank shall have received, with an original counterpart for each Bank, a certificate of the Sec- retary of the Company, dated the Closing Date, as to the articles of incorporation and bylaws of the Company, no amendments thereto, the adoption by the board of directors of the Company of the resolutions with respect to the transactions contemplated hereby and the incumbency and signature of each officer of the Company authorized to sign this Agreement, the Security Agreement and the Securities Pledge and Security Agreement and each certificate or other document to be delivered pursuant to this Agreement, together with evidence of the incumbency of such Secretary. (j) The Issuing Bank shall have received, with a copy for each Bank, a copy (in form and substance satisfactory to the Issuing Bank) of the resolutions of its the board of trustees then in full force and effect directors of the Company authorizing the execution, delivery and performance of this amended Agreement and restated the Security Agreement and the incurrence of the obligations hereunder and thereunder, certified to be in full force and effect without modification by the Secretary of the Company on the Closing Date. (k) The Issuing Bank shall have received, with an original counterpart for each Bank, a true copy of any consent or approval of any Person which may be required in connection with the transactions contemplated by this Agreement, including, without limitation, any consent required under the Notes and each other Credit Document to be executed by it Overdraft Facility Agreement and the Borrower's Amended Advance Account Agreement (as such terms are defined in the Xxxxxx Credit Agreement). (l) The Company shall have paid all expenses payable by the Company on or before the Closing Date pursuant to Section 11.03 of this Agreement. (m) The Issuing Bank shall have received a written acknowledgment of the Lessee and Restated Declaration the Company to the effect that (i) each such party consents to the execution, delivery and performance of Trust this Agreement and By-Laws; all documents, instruments and agreements relating hereto or delivered herewith, (ii) the incumbency Lease Agreement is and, immediately after the execution and signatures of those of delivery hereof shall be, in full force and effect, enforceable against the Lessee in accordance with its officers or agents authorized to act with respect to this amended and restated Agreementterms, the Notes and each other Credit Document executed by it; (iii) all consents necessary to the Borrower's valid existence as evidenced by a certificate issued by the Secretary enforceability of State this Agreement and exercise of the Commonwealth rights of Massachusetts the Issuing Bank and appended to the relevant certificate of its Secretary or Assistant Secretary; and Banks hereunder in connection with the Lease Agreement have been obtained, (iv) the fact that obligations of the agreements delivered by Lessee under the Borrower pursuant Lease Agreement are absolute and not subject to Section 4.1(e) constitute all such agreements between the Borrower defenses, offsets or counterclaims except as, and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as only to the matters described extent, provided for in clauses (i) the Lease Agreement, and (iiv) until they on and after the date hereof all references to the "Reimbursement Agreement" in the Lease Agreement shall be to this Agreement as the same may from time to time be amended, restated, supplemented, extended or otherwise modified. (n) The Closing Date (as defined in the Xxxxxx Credit Agreement) shall have occurred. (o) The Issuing Bank shall have received a further certificate from the Borrower canceling or amending such prior certificate. (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable an amendment to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the BorrowerSeries A L/C, substantially in the form of Exhibit 4.1(c)-1 C and (2) an opinion, dated the Refinancing Date and addressed amendment to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the AgentSeries B L/C, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid feesD, costs and expenses to in each case signed by the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4parties thereto. (ep) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Date. (f) The Agent Issuing Bank shall have received a Borrowing Base Certificate notice from the Company requesting an extension of the current expiry date of the Letters of Credit. (q) The Issuing Bank shall have received all documents the Issuing Bank may reasonably request relating to the existence of the Company, the corporate authority for and the Borrower completed validity of this Agreement, the Security Agreement and the Securities Pledge and Security Agreement, and any other matters relevant hereto, all in form and substance satisfactory to the Issuing Bank. On the Closing Date the Original Agreement will be automatically amended and restated in its entirety to read as set forth herein. On and after the Closing Date the rights and obligations of a date the parties hereto shall be governed by this Agreement; PROVIDED that is no more than three Business Days the rights and obligations of the parties hereto with respect to the period prior to the Refinancing Date. (g) The Agent Closing Date shall have received copies continue to be governed by the provisions of the most recent prospectus Original Agreement. The Issuing Bank shall promptly notify the Company and statement of additional information for the Borrower in effect as Banks of the Refinancing Dateamendment and restatement of this Agreement, and such notice shall be conclusive and binding on all parties hereto.

Conditions to Amendment and Restatement. This amended The amendment and restated restatement of the Original Credit Agreement pursuant to the terms of this Agreement is subject to satisfaction of the following conditions precedent except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s or Collateral Trustee’s receipt, as applicable, of the following, each of which shall take effect from be originals, facsimiles or electronic transmission in .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the first day that signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent shall have received and its legal counsel: (i) executed counterparts hereof signed of this Agreement by the Borrower, the Agent and the Banks, Parent and each of the conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or met. (a) The Agent shall have received from the Borrower a certificate, dated the Refinancing Date, of its Secretary or Assistant Secretary as to (i) resolutions of its board of trustees then in full force and effect authorizing the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it and the Borrower's Amended and Restated Declaration of Trust and By-LawsLender; (ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document an original Note executed by itthe Borrower in favor of each Lender that has requested a Note; (iii) the Borrower's valid existence as evidenced Acknowledgment of Guarantors and Grantors executed by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; andeach Loan Party; (iv) each Collateral Document set forth on Schedule 2 required to be executed on the fact that Effective Date as indicated on such schedule, duly executed by each Loan Party party thereto; (v) the agreements delivered Registration Rights Agreement executed by the Borrower pursuant Parent and each Lender; (vi) such certificates (including a certificate substantially in the form of Exhibit I) of resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to Section 4.1(e) constitute all such agreements between the Borrower act as a Responsible Officer in connection with this Agreement and the Adviser as of other Loan Documents to which such date; upon which certificate Loan Party is a party or is to be a party on the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate.Effective Date; (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank. (c) The Agent shall have received (1vii) an opinionopinion from Xxxxxx & Xxxxx, dated the Refinancing Date LLP, New York and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), Texas counsel to the BorrowerLoan Parties, substantially in the form of Exhibit 4.1(c)-1 H; (viii) copies of a recent Lien and (2) an opinion, dated judgment search in each jurisdiction reasonably requested by the Refinancing Date and addressed Collateral Agent with respect to the Agent Loan Parties together with evidence that all existing Liens (other than in respect of Liens permitted under Section 7.01) have been terminated and all Banksactions required to terminate and release such Liens have been satisfactorily taken or will be taken substantially simultaneously with the closing of the Transaction; (ix) updated Perfection Certificates for the Loan Parties with schedules updating the information contained therein as of the Effective Date; and (x) good standing certificates or certificates of status, from Mayexas applicable, Xxowx & Xlatxand bring down certificates, xxunsel for each Loan Party. (b) The Lenders subject thereto shall have received on or prior to the AgentEffective Date, substantially all documentation and other information reasonably requested by them in writing at least seven (7) Business Days prior to the Effective Date in order to allow such Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (c) The Upfront Fee, the unpaid interest accrued on the Loans to the Effective Date under the Original Credit Agreement, the unpaid fees (including the Commitment Fee and Ticking Fee, as each such term is defined in the form of Exhibit 4.1(c)-2Original Credit Agreement) accrued to the Effective Date under the Original Credit Agreement and all expenses required to be paid hereunder and invoiced prior to the Effective Date shall have been paid in full in cash on or prior to the Effective Date. (d) The Administrative Agent shall be reasonably satisfied that all necessary governmental and third party consents and approvals necessary in connection with the Transaction have received evidence of payment of been obtained and be effective and all accrued applicable waiting periods in respect thereof shall have expired without any adverse action being taken by any Governmental Authority and unpaid fees, costs and expenses to that no Law shall be applicable in the extent then due and payable on the Refinancing Date, together with Attorney Costs reasonable judgment of the Agent to Lenders that restrains or prevents the extent invoiced prior to or on consummation of the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4Transaction. (e) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Date[Reserved]. (f) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document or the Registration Rights Agreement shall be true and correct in all material respects on and as of the Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default shall exist as of the Effective Date (after giving effect to the amendment and restatement of the Original Credit Agreement effected hereby). (h) The Administrative Agent shall have received a Borrowing Base Certificate for certificate of a Responsible Officer of the Borrower completed certifying as of a date that is no more than three Business Days prior to the Refinancing Date. satisfaction of the conditions set forth in Sections 4.01(f) and (g) The Agent shall have received copies of the most recent prospectus and statement of additional information for the Borrower in effect as of the Refinancing Date).

Conditions to Amendment and Restatement. This amended and restated Agreement shall take effect from the first day that the Agent shall have received counterparts hereof signed by the BorrowerBorrowers, the Agent and the Banks, and each of the following conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or metmet (the "Refinancing Date"). (a) The Agent shall have received from the each Borrower a certificate, dated the Refinancing Date, of its Secretary or Assistant Secretary as to (i) resolutions of its board of trustees then in full force and effect authorizing the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it and the Borrower's Amended and Restated Declaration of Trust as amended or amended and restated to the date hereof and By-Laws; (ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the such Borrower's valid existence as evidenced by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; and (iv) the fact that the agreements delivered by the such Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the such Borrower canceling or amending such prior certificate. (b) The Agent shall have received, received for the account of each Bank the Commitment of which shall change as of the Refinancing Date, other than Harris Trust and Savings Bank and BNP Paribas a Note of the Borrower from xxxx Xorrower duly executed and delivered by the such Borrower and made payable to the order of such Bank in the principal amount of such Bank's Commitment. (c) The Agent shall have received (1i) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx Meagher & Xlom Flom (XxlinoisXxxxnoix), counsel to the each Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2ii) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from MayexMayer, Xxowx Brown & XlatxPlatt, xxunsel counsel to the Agent, substantially in the form xx xxe xxxx of Exhibit Xxxxxit 4.1(c)-2. (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower Borrowers and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the each Borrower and the Adviser, together with all sub-advisory agreements, if any any, in effect as of the Refinancing Date. (f) The Agent shall have received a Borrowing Base Certificate for the Borrower completed as of a date that is no more than three Business Days prior to the Refinancing Date. (g) The Agent shall have received copies of the most recent prospectus and statement of additional information for the Borrower Borrowers in effect as of the Refinancing Date. (g) The Agent shall have received from the Borrowers an Allocation Notice.

Conditions to Amendment and Restatement. This No Lender shall be obligated to make any Advance hereunder, nor shall any Lender, the Administrative Agent or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder, and the Existing Loan and Security Agreement shall not be amended and restated Agreement hereby, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by the Administrative Agent: (a) Each Transaction Document shall take effect from have been duly executed by, and delivered to, the first day that parties thereto, and the Administrative Agent shall have received counterparts hereof signed such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Borrower, the Agent and the Banks, and each of the conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or met.Administrative Agent; (ab) The Administrative Agent shall have received from satisfactory evidence that each of the Borrower a certificate, dated and the Refinancing Date, Collateral Manager has obtained all required consents and approvals of its Secretary or Assistant Secretary as to (i) resolutions of its board of trustees then in full force and effect authorizing all Persons to the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it Agreement and the Borrower's Amended other Transaction Documents to which it is a party and Restated Declaration the consummation of Trust and By-Lawsthe transactions contemplated hereby or thereby; (iic) The Borrower shall have delivered to the incumbency and signatures Administrative Agent a certificate as to whether such Person is Solvent in the form of those Exhibit C; (d) The Borrower shall have delivered to the Administrative Agent a certification that no Default, Event of its officers Default or agents authorized to act Change of Control with respect to this amended the Borrower has occurred and restated Agreement, the Notes and each other Credit Document executed by itis continuing; (iiie) The Administrative Agent, the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; and (iv) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower Collateral Manager and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate. (b) The Collateral Agent shall have received, with a counterpart for each Lender, the account executed legal opinion or opinions of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank. (c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois)Dechert LLP, counsel to the Borrower, substantially covering enforceability, non-consolidation, grant and perfection of the security interests on the Collateral in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed substance acceptable to the Administrative Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4. (e) The Agent shall have received copies of each investment advisory agreement between the Borrower and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Date.discretion; (f) The Borrower, the Administrative Agent and the Collateral Agent shall have received a Borrowing Base Certificate for the Borrower completed as executed legal opinion or opinions of a date that is no more than three Business Days prior Dechert LLP, counsel to the Refinancing Date.Collateral Manager, covering enforceability of the Transaction Documents to which the Collateral Manager is a party; (g) The Administrative Agent, the Lenders and the Collateral Agent shall have received copies the fees (including fees, disbursements and other charges of counsel to the Administrative Agent) to be received on date of the most recent prospectus initial Advance referred to herein; (h) The Administrative Agent and statement of additional information for the Borrower Lenders shall have received, sufficiently in effect as advance of the Refinancing A&R Effective Date., all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti‑money laundering rules and regulations, including the USA Patriot Act; (i) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request; (j) Each applicable Lender so requesting shall have received a duly executed copy of its Variable Funding Note, in a principal amount equal to the Commitment of such Lender;

Conditions to Amendment and Restatement. This amended Neither any Lender, the Administrative Agent nor the Collateral Custodian shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied in the sole discretion of, or waived in writing by, the Administrative Agent: (a) Each Transaction Document shall have been duly executed by, and restated Agreement shall take effect from delivered to, the first day that parties thereto, and the Administrative Agent shall have received counterparts hereof signed such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Borrower, the Agent and the Banks, and each of the conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or met.Administrative Agent; (ab) The Administrative Agent shall have received from satisfactory evidence that the Borrower a certificate, dated and the Refinancing Date, Collateral Manager have obtained all required consents and approvals of its Secretary or Assistant Secretary as to (i) resolutions of its board of trustees then in full force and effect authorizing all Persons to the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it Agreement and the Borrower's Amended other Transaction Documents to which each is a party and Restated Declaration of Trust and By-Laws; (ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it; (iii) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State consummation of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary transactions contemplated hereby or Assistant Secretary; and (iv) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate. (b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank.thereby; (c) The Agent Borrower and the Collateral Manager shall each have received (1) an opinion, dated the Refinancing Date and addressed delivered to the Administrative Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially a certification in the form of Exhibit 4.1(c)-1 D; (d) The Borrower and (2) an opinion, dated the Refinancing Date and addressed Collateral Manager shall each have delivered to the Administrative Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel a certificate as to the Agent, substantially whether such entity is Solvent in the form of Exhibit 4.1(c)-2 (d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Borrower and the Agent), including any such costs, fees and expenses then due and payable arising under or referenced in Section 2.9(a) and those then due and payable pursuant to Section 9.4.C. (e) The Agent Collateral Manager shall have received copies delivered to the Administrative Agent certification that no Default, Event of each investment advisory agreement between the Borrower Default, Change of Control or Collateral Manager Default has occurred and the Adviser, together with all sub-advisory agreements, if any in effect as of the Refinancing Dateis continuing. (f) The Administrative Agent shall have received received, with a Borrowing Base Certificate counterpart for each Lender, the executed legal opinion or opinions of Simpson, Thacher & Xxxxxxxx LLP counsel to the Borrower, covering (i) enforceability, grant and perfection of the security interests on the Collateral and (ii) non-consolidation of the Borrower completed as of a date that is no more than three Business Days prior with the Collateral Manager, in each case in form and substance reasonably acceptable to the Refinancing DateAdministrative Agent. (g) The Administrative Agent and each Lender shall have received copies of the most Credit and Collection Policy. (h) The Administrative Agent and the Lenders shall have received, sufficiently in advance of the A&R Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. (i) Each requesting Lender shall have received a duly executed copy of its Variable Funding Note, in a principal amount equal to the Commitment of such Lender. (j) The Administrative Agent shall have received certificates dated as of a recent prospectus and statement date from the Secretary of additional information for State or other appropriate authority, evidencing the good standing of the Borrower and the Collateral Manager (i) in effect the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect. (k) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the Refinancing DateUCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent. (l) The Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of the Administrative Agent) to be received on the A&R Effective Date referred to herein to the extent invoiced. (m) No “Default”, “Event of Default” or “Collateral Manager Termination Event” is continuing under either of the Existing Loan and Security Agreements. (n) The SPV Merger shall occur simultaneously with the closing hereunder.