Common use of CONDITIONS PRECEDENT TO LOAN Clause in Contracts

CONDITIONS PRECEDENT TO LOAN. The obligation of Lenders to make the Loans is subject to satisfaction of the following conditions precedent: (a) Administrative Agent shall have received each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing and as of the Closing Date as if made on each such date. (j) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (k) No event shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as of the Closing Date.

CONDITIONS PRECEDENT TO LOAN. The obligation of Lenders As a condition precedent to make the Loans is subject to satisfaction making of the following conditions precedent: (a) Administrative Agent shall have received each of Loan, the Lender must receive the following documents, duly executed, each (unless otherwise specified below) dated from the Closing Date and Exporter in form and substance satisfactory to Administrative Agentthe Lender, and/or the following must be true, as applicable: a. this Agreement duly executed and delivered on behalf of the Exporter and the Guarantor; b. the Note executed by the Exporter; c. the Guaranty, executed by the Guarantor, in form and substance acceptable to the Lender; d. incumbency certificates evidencing the identity, authority and capacity of each director and officer of the Exporter and each director and officer of the Guarantor authorized to act on behalf of such Person in connection with this Agreement and the other Loan Documents to which such Person is a party; e. favorable opinions addressed to the Lender, at its own expense, dated on or about the Closing Date, of (i) duly executed counterparts Lefosse Advogados, special Brazilian counsel to the Lender which shall cover, among other things, due authorization, choice of this Agreementlaw, sufficient in number for distribution submission to Administrative Agentjurisdiction, each binding effect and enforceability of the Loan Documents subject to the laws of Brazil, Tax and other matters as the Lender may reasonably request; and Borrower; (ii) duly executed Pledge Agreement ▇▇▇▇▇▇▇▇▇▇▇▇ London LLP, special English counsel to the Lender, which shall cover, among other things, due authorization, choice of law, submission to jurisdiction, recognition of foreign judgments, stamp duty and all documents contemplated thereby, including any UCC-1 financing statement(s)other matters as the Lender may reasonably request; (iii) duly executed Representation Letter from each Parentf. no moratorium shall have been agreed or declared in respect of any Indebtedness of the Exporter or the Guarantor and no restriction or requirement not in effect as of the date of this Agreement shall have been imposed, whether by legislative enactment, decree, and regulation or otherwise, which limits the availability or the transfer of foreign exchange by the Exporter or the Guarantor; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies g. a certificate signed by legal representatives of the Organization Documents of Borrower Exporter and of General Partnerthe Guarantor, in each case as certified by being a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), director in the case of the General Partner Guarantor: (A) confirming (1) that no Default or (y) two Event of Default has occurred and is continuing on and as of the date of such certificate and (2) Business Days prior the accuracy in all material respects of all representations and warranties of the Exporter and the Guarantor, as applicable, contained in Paragraph 3 on and as of the date of such certificate, and (B) certifying that the following documents are true, correct and complete and in force as at the date of the certificate: (1) organizational documents of the Exporter and the Guarantor (as applicable); (2) resolutions of the board of directors of the Exporter and Guarantor resolving to execute, deliver and perform their obligations under the Closing Loan Documents to which they are a party and authorizing specified persons to execute such Loan Documents; (3) a copy of a resolution signed by all the holders of the issued shares in the Guarantor, approving the terms of, and the transactions contemplated by, the Loan Documents to which the Guarantor is a party; (4) confirming that the borrowing or guaranteeing as appropriate of the Loan or any obligation under the Loan Documents would not cause any borrowing or guarantee or similar limit binding on the Exporter or the Guarantor (as applicable) to be exceeded; and (5) if applicable, powers of attorney of the Exporter, the Guarantor and their respective legal representatives required in connection with the execution, delivery and performance of this Agreement; h. the Exporter and the Guarantor shall have delivered evidence that a process agent shall have accepted appointment to receive service of process on the Exporter and the Guarantor in New York, for a period of time ending no earlier than six months after the Maturity Date, in form and substance satisfactory to the case of BorrowerLender; (viii) an opinion i. upon the reasonable request of counsel the Lender, the Exporter shall have provided to the Borrower substantially in form of Exhibit H-1Lender, and an opinion the Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001)) (the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2“PATRIOT Act”); (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of j. if qualified as a “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitmentslegal entity customer” under the Other Loan Agreement ) of such Shares into Beneficial Ownership Regulation, the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account Exporter shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior deliver to the Closing Date.Lender a Beneficial Ownership Certification in relation to the Exporter; (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower k. each representation and warranty set forth in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter Paragraph 3 below shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice making of Borrowing the Loan; l. no Default or Event of Default shall have occurred and be continuing on and as of the Closing Date as if made on each date of such date. (j) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making of the Loans or Loan; and m. such other documents and certificates as the making Lender may reasonably request, including, but not limited to, evidence of the “Loans” (as defined in the Other Loan Agreement). (k) No event shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation SCE-Crédito in form and substance satisfactory acceptable to Collateral Agent. (o) Each the Lender along with all other necessary Central Bank of Brazil approvals and export documentation for the disbursement and inflow of funds into Brazil, and a copy of the conditions set forth in Section 3.01 resolutions of the Other Loan Agreement to board of directors and the obligation shareholders or quotaholders, as required under the applicable organizational documents of the “Lenders” to make Exporter and the “Loans” (each as defined in Guarantor, duly registered with the Other competent commercial registries; The request for the Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower the Exporter that all of the conditions specified in Section 3.01 referred to above have been satisfied on and as of the Closing Datemet.

CONDITIONS PRECEDENT TO LOAN. The Parent’s obligation of Lenders to make the Loans is subject to satisfaction of the following conditions precedent: (a) Administrative Agent Parent shall have received this Agreement, fully executed by the Borrowers; (b) Parent shall have received the Merger Agreement, fully executed by the Borrowers; (c) Parent shall have received the Note, fully executed by the Borrowers; (d) Parent shall have received the Intellectual Property Security Agreement, fully executed by each of the following documentsBorrower; (e) Parent shall have received, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts Parent, such other documents, and completion of this Agreementsuch other matters, sufficient in number as Parent may deem necessary or appropriate, including, without limitation, perfection certificates for distribution to Administrative Agent, each Lender and Borrower; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ixf) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents Merger Agreement shall not have been amended or waived in terminated for any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date.reason; (g) No Potential Adjustment Event there shall have occurred on be no breach or after inaccuracy of any representation, warranty, covenant or agreement of the Company under the Merger Agreement that is curable such that pursuant to the provisions of Section 10.01(d) thereof, Parent is unable to terminate the Merger Agreement prior to the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date.such Loan; (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the all statements, representations and warranties contained in ARTICLE IV and each of the representations Borrowers made in this Agreement shall continue to be correct and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct complete in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing Loan; provided, however, that such materiality qualifier shall not apply to any statements, representations and as warranties in this Agreement that are already qualified by materiality; (i) each Borrower shall be in full compliance with all of the Closing Date provisions of the Note Documents (as if made on each such date.applicable); (j) There if the Company shall have received a Company Acquisition Proposal (that was not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood solicited in violation of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any Section 8.03(a) of the Facility Documents or Merger Agreement) and Parent has requested that the making Company Board reaffirm its approval and recommendation of the Loans or Merger and the making of Merger Agreement, the “Loans” (as defined in the Other Loan Agreement).Company Board shall have done so; (k) No event no Event of Default under Section 7.3 shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default.; (l) Administrative Agent Parent shall have received such other assurancesa reasonably detailed summary of the Borrowers’ intended use of the proceeds of the Loan, certificates, consents, approvals, opinions in form and documents relating substance reasonably satisfactory to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries).Parent; and; (m) There at least three (3) Business Days prior to any Loan Date, Parent shall have been no actionreceived, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance reasonably satisfactory to Collateral Agent. Parent, a request for loan advance, substantially in the form attached hereto as Exhibit C (o) Each of the “Advance Certificate”). The Advance Certificate shall include, among other things, statements to the effect that the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” Sections 3.1 (each as defined in the Other Loan Agreementf),(g),(h),(i),(j) on the Closing Date shall and (k) have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as of the Closing Dateduly satisfied.

CONDITIONS PRECEDENT TO LOAN. The obligation of Lenders to make the Loans is subject to satisfaction of the following conditions precedent: (a) Administrative Agent shall have received each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) )of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing and as of the Closing Date as if made on each such date. (j) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (k) No event shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as of the Closing Date.

CONDITIONS PRECEDENT TO LOAN. The obligation obligations of Lenders the Lender to make fund the Loans is Loan are subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent: (a) Administrative Agent this Agreement shall have received each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date been executed and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrowerdelivered by all parties hereto; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent Lender shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions certified copies of the Regulations Organizational Documents of Borrower, the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing and as of the Closing Date as if made on each such date. (j) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect resolutions authorizing the execution, delivery and performance of any Borrower’s respective obligations under the Loan Documents and the transactions contemplated herein, and the incumbency of the Facility Documents officers of Borrower; (c) copies of all shareholder agreements and partnership agreements, if any, applicable to Borrower, certified by Borrower to be true, shall have been delivered to the Lender’s satisfaction; (d) certificates of status or good standing, as applicable, for all relevant jurisdictions of Borrower shall have been delivered to the making Lender; (e) Borrower shall be in compliance in all material respects with all (if any) Material Contracts and Material Licences to the satisfaction of the Loans Lender and copies of all Material Contracts and Material Licences if any, applicable to Borrower, shall have been delivered to the Lender; (f) evidence of repayment in full of all Debt that is not Permitted Debt owing by Borrower to any third party lenders to Borrower concurrent with the Loan shall have been delivered to the Lender; (g) evidence that all necessary or required consents or approvals of any Governmental Authority or other Person in connection with the making completion of the “Loans” FNL Transaction and the delivery of the Loan Documents have been obtained; (as defined h) releases, discharges, estoppels and postponements with respect to all Liens which are not Permitted Liens, if any, shall have been delivered to the Lender; (i) payment of all amounts and fees payable to the Lender; (j) duly executed copies of the Security shall have been delivered to the Lender and such financing statements or other registrations of such Security, or notice thereof, shall have been filed, registered, entered or recorded in all offices of public record necessary or desirable in the Other Loan Agreement).opinion of the Lender to preserve or protect the charges and security interests created thereby; (k) No event a currently dated letter of opinion of counsel to the Borrower along with the opinions of local counsel for Borrower shall have occurredbeen delivered to the Lender; (l) the Borrower shall have delivered to the Lender certificates of insurance acceptable to the Lender showing, inter alia, the Lender as a first loss payee as its interest may appear on all insurance policies that insure the assets to be secured by the Security; (m) no Default or Event of Default has occurred and is continuing on the Closing Date or would result from such Loans or making the Loan and a senior officer of the Borrower shall have certified the same to the Lender; (n) all representations and warranties made by Borrower in the Loan Documents are true and correct in all material respects; (o) no Material Adverse Effect has occurred; (p) a source and use of funds statement and an outline of the flow of funds from the application of Loan shall have been delivered to the proceeds therefrom or entry into and performance of Lender evidencing that the Transaction Documents, that would constitute a Default or an Event of Default.Loan will be used solely for the purpose provided for in Section 9.1(f); (lq) Administrative Agent the Lender shall have received such other assurancesadditional evidence, certificates, consents, approvals, opinions and documents relating or undertakings as the Lender shall reasonably request to this Agreement and establish the consummation of the transactions contemplated hereby and the FNL Transaction and be satisfied, acting reasonably, as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge taking of Borrower, threatened all proceedings in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth connection herewith in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) Each of compliance with the conditions set forth in Section 3.01 of this Agreement; (r) the Other Loan Agreement Lender shall have completed all due diligence which it considers necessary or appropriate in its discretion in regard to Borrower and its Property, the FNL Transaction, books and records, operations, prospects and condition (financial or otherwise), including, without limitation, in regards to past and ongoing compliance with Applicable Laws (including Environmental Laws), union and labour relations and pension matters; (s) the Lender and the Borrower will have entered into, executed and delivered, the Lender’s Option and the Lender’s Distribution Agreement, all on terms satisfactory to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as of the Closing Date.parties, acting reasonably;

CONDITIONS PRECEDENT TO LOAN. The obligation of Lenders the Lender to make the Loans Loan is subject to to, among other things, the satisfaction or the waiver by the Lender of the following conditions precedent: (a) Administrative Agent The Lender shall have received each fully executed Loan Documents; (b) Proof that any applicable transaction shall have been consummated, including but not limited to the Lender’s receipt of true, complete copies of any purchase agreement and related documents as executed and delivered by the parties hereto, together with all exhibits and schedules thereto; (c) The Lender shall have received results of recent lien searches confirming the priority of the following documentsLiens in favor of the Lender and reveal no Liens on any of the Borrower’s assets, duly executedexcept for liens permitted under this Agreement or discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Lender; (d) The Lender shall have received all fees required to be paid, each and all expenses for which invoices have been presented (unless otherwise specified below) dated including the reasonable fees and expenses of legal counsel), on or before the Closing Date. All such amounts will be paid with proceeds of the Loan made on the Closing Date and will be reflected in the funding instructions given by the Borrower to the Lender on or before the Closing Date; (e) Before giving effect to the financing, there shall have occurred no Material Adverse Effect since the date of the last financial statements provided to the Lender; (f) The Lender shall have received, in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts it, resolutions of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and the Borrower; (iig) duly executed Pledge Agreement and all documents contemplated thereby, including The Lender shall have received the certificates representing any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior Equity Interests pledged to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior Lender pursuant to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on BorrowerSecurity Agreement or Pledge Agreement; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (bh) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent Lender shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory evidence that to the Collateral Requirement shall have been satisfied Lender and otherwise in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before compliance with the Closing Date shall have been paid or provided for out terms of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date Section 5.9 and Section 6.6 of this Agreement and on or before the Closing DateAgreement. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing and as of the Closing Date as if made on each such date. (j) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (k) No event shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as of the Closing Date.

CONDITIONS PRECEDENT TO LOAN. The obligation obligations of Lenders Lender to make the Loans is Loan or any Advance hereunder (as applicable) are subject to the satisfaction by Borrower of the following conditions precedentconditions: (a) Administrative Agent shall have received each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing 4.1 The Advance Date and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established installment requested by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto occur on or before the Closing Date Commitment Termination Date. No Advance Requests shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or be accepted after the date of this Agreement and on or before fifth day preceding the Closing Commitment Termination Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time4.2 Borrower, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower , shall have delivered a Notice to Lender the following: (a) executed originals of Borrowing signed this Agreement, the Loan Documents, UCC Financing Statements, the Guaranties, and all the other documents and instruments reasonably required by Borrower Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in accordance with the requirements hereof.all cases in form and substance reasonably acceptable to Lender, and which are all attached hereto in Exhibit M; (b) certified copy of resolutions of Borrower's board of directors evidencing approval of (i) Each the Loans and other transactions evidenced by the Loan Documents; and (ii) the Warrant Agreement and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Fee (due only on the date of the first Advance), the commitment fee of $20,000, and reimbursement of Lender's current expenses reimbursable pursuant to Section 12.15; and 4.3 On each subsequent Advance Date: (a) Lender shall have received (i) an Advance Request for the relevant Advance as required by Section 2.3, duly executed by Borrower's Chief Executive Officer and Chief Financial Officer, (ii) the duly executed Note evidencing such Advance, and (iii) any other documents Lender may reasonably request. (b) The representations and warranties contained set forth in ARTICLE IV Section 5 of this Agreement and each in Section 9 of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter Warrant Agreement shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date Advance Date with the same effect as though made on and as of such Notice date, except to the extent such representations and warranties expressly relate to an earlier date. (c) No Event of Borrowing Default shall have occurred and be continuing. (d) Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in paragraphs (b) and (c) of this Section 4.3 and in Sections 4.5 and, as to the matters set forth in the Advance Request. 4.4 At the Closing Date and each Advance Date, Borrower shall have taken or caused to be taken such actions requested by Lender to grant Lender the Lien set forth in Section 3.1 above in the Collateral, subject only to Permitted Liens. Such actions shall include the delivery to Lender of all appropriate financing statements, assignments, notices, and control agreements, executed by Borrower, as to the Collateral granted by Borrower for all jurisdictions as may be necessary or desirable to perfect or obtain the priority of Lender's Lien in such Collateral. 4.5 As of the Closing Date as if made on and each such date. (j) There shall not have been any Law applicable to the transactions contemplated hereinAdvance Date, no event that has had or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (k) No event shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied)has occurred and is continuing. (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as of the Closing Date.

CONDITIONS PRECEDENT TO LOAN. The obligation obligations of Lenders the Lender to make fund the Loans is Loan are subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent: (a) Administrative Agent this Agreement shall have received each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date been executed and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrowerdelivered by all parties hereto; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent Lender shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions certified copies of the Regulations Organizational Documents of Borrower, the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing and as of the Closing Date as if made on each such date. (j) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect resolutions authorizing the execution, delivery and performance of any ▇▇▇▇▇▇▇▇’s respective obligations under the Loan Documents and the transactions contemplated herein, and the incumbency of the Facility Documents officers of ▇▇▇▇▇▇▇▇; (c) copies of all shareholder agreements and partnership agreements, if any, applicable to Borrower, certified by Borrower to be true, shall have been delivered to the Lender’s satisfaction; (d) certificates of status or good standing, as applicable, for all relevant jurisdictions of Borrower shall have been delivered to the making Lender; (e) Borrower shall be in compliance in all material respects with all (if any) Material Contracts and Material Licences to the satisfaction of the Loans Lender and copies of all Material Contracts and Material Licences if any, applicable to Borrower, shall have been delivered to the Lender; (f) evidence of repayment in full of all Debt that is not Permitted Debt owing by Borrower to any third party lenders to Borrower concurrent with the Loan shall have been delivered to the Lender; (g) evidence that all necessary or required consents or approvals of any Governmental Authority or other Person in connection with the making completion of the “Loans” FNL Transaction and the delivery of the Loan Documents have been obtained; (as defined h) releases, discharges, estoppels and postponements with respect to all Liens which are not Permitted Liens, if any, shall have been delivered to the Lender; (i) payment of all amounts and fees payable to the Lender; (j) duly executed copies of the Security shall have been delivered to the Lender and such financing statements or other registrations of such Security, or notice thereof, shall have been filed, registered, entered or recorded in all offices of public record necessary or desirable in the Other Loan Agreement).opinion of the Lender to preserve or protect the charges and security interests created thereby; (k) No event a currently dated letter of opinion of counsel to the Borrower along with the opinions of local counsel for Borrower shall have occurredbeen delivered to the Lender; (l) the Borrower shall have delivered to the Lender certificates of insurance acceptable to the Lender showing, inter alia, the Lender as a first loss payee as its interest may appear on all insurance policies that insure the assets to be secured by the Security; (m) no Default or Event of Default has occurred and is continuing on the Closing Date or would result from such Loans or making the Loan and a senior officer of the Borrower shall have certified the same to the Lender; (n) all representations and warranties made by Borrower in the Loan Documents are true and correct in all material respects; (o) no Material Adverse Effect has occurred; (p) a source and use of funds statement and an outline of the flow of funds from the application of Loan shall have been delivered to the proceeds therefrom or entry into and performance of Lender evidencing that the Transaction Documents, that would constitute a Default or an Event of Default.Loan will be used solely for the purpose provided for in Section 9.1(f); (lq) Administrative Agent the Lender shall have received such other assurancesadditional evidence, certificates, consents, approvals, opinions and documents relating or undertakings as the Lender shall reasonably request to this Agreement and establish the consummation of the transactions contemplated hereby and the FNL Transaction and be satisfied, acting reasonably, as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge taking of Borrower, threatened all proceedings in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth connection herewith in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) Each of compliance with the conditions set forth in Section 3.01 of this Agreement; (r) the Other Loan Agreement Lender shall have completed all due diligence which it considers necessary or appropriate in its discretion in regard to Borrower and its Property, the FNL Transaction, books and records, operations, prospects and condition (financial or otherwise), including, without limitation, in regards to past and ongoing compliance with Applicable Laws (including Environmental Laws), union and labour relations and pension matters; (s) the Lender and the Borrower will have entered into, executed and delivered, the Lender’s Option and the Lender’s Distribution Agreement, all on terms satisfactory to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as of the Closing Date.parties, acting reasonably;

CONDITIONS PRECEDENT TO LOAN. The obligation of Lenders Lender to make the Loans Loan hereunder is subject to the satisfaction by Borrower of the following conditions precedentconditions: (a) Administrative Agent shall have received each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder 4.1 On or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, Borrower shall have delivered to Lender the following: (a) executed originals of the Loan Documents, including the Note, and any other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s Board evidencing approval of the case Loan and other transactions evidenced by the Loan Documents; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (viiid) an a certificate of good standing for Borrower from its state of incorporation (e) a favorable opinion of counsel for the Borrower, in the form and substance reasonably acceptable to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on BorrowerLender; and (xf) duly executed Issuer Acknowledgment and all such other documents contemplated therebyas Lender may reasonably request. 4.2 On the Closing Date: (ba) The Transaction Documents shall not have been amended or waived representations and warranties set forth in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date 5 of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct in all material respects (unlesson the Closing Date with the same effect as though made on and as of such date, in each case, except to the extent such representation or warranty is qualified as representations and warranties expressly relate to materialityan earlier date, in which case such representation or warranty representations and warranties shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and correct in all material respects as of the date of such Notice of Borrowing and as of the Closing Date as if made on each such earlier date. (jb) There Borrower shall not have been any Law applicable be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood time of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any immediately after advance of the Facility Documents or the making Loan proceeds no Event of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (k) No event Default shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into occurred and performance of the Transaction Documents, that would constitute a Default or an Event of Defaultbe continuing. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as of the Closing Date.

CONDITIONS PRECEDENT TO LOAN. The obligation In addition to all other conditions of Lenders the effectiveness of this Agreement, the Loan Closing shall occur upon, and the obligations of Lender pursuant to make this Agreement shall be subject to, the Loans is subject to satisfaction of the following conditions precedentconditions, any or all of which may be waived, in whole or in part, by Lender: (a) Administrative Agent Agency, at its sole expense, shall have received each deliver to Lender, on or before the date of any of the following documentsAdvances, duly executedthe following, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative AgentLender, in Lender’s sole opinion and judgment: (i) duly executed counterparts of this This Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s)The Note; (iii) duly executed Representation Letter from each ParentThe Loan Fee; (iv) duly executed Control Agreement and all documents contemplated therebyThe Documentation Fee; (v) copies of the Organization Documents of Borrower and of General PartnerSuch resolutions, in each case authorizations or certifications, as certified by a Responsible Officer of General Partnerapplicable, to borrow and/or related documents from Agency; (vi) a certificate True and correct copies of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower;Agency’s Organizational Documents; and (vii) a certificate evidencing Such additional agreements, certificates, reports, approvals, instruments, documents, consents, and opinions as Lender may request in connection with the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case making of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated therebyLoan. (b) The Transaction Documents Review and approval by Lender of true and correct copies of current Financial Statements of Agency, as shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower requested by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares).Lender; (c) The Collateral Account No suit, action, or other proceeding shall have been established be pending or threatened which seeks to restrain or prohibit the consummation of the transactions contemplated by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied this Agreement, or to obtain damages or other relief in all respects.connection therewith; (d) All fees or expenses required to The Loan Fee and other Loan Closing Costs shall be paid by Agency to Administrative Agent or any Lender or counsel thereto on or before the Closing Date at Loan Closing. The Loan Fee shall be deemed fully earned and nonrefundable when paid; have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral.occurred; (e) Borrower shall have provided No breach of any form requested warranty or representation by Administrative Agent necessary Agency to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1.Lender shall (f) No Corporate Event event or circumstance shall have occurred on and be continuing which constitutes, or after would upon the date giving of notice or passage of time, constitute an Event of Default or a failure of any condition of this Agreement and on or before the Closing Date.Agreement; (g) No Potential Adjustment Event shall have occurred on or after At Lender’s request, a favorable opinion of counsel for Agency acceptable to Lender and its counsel, opining to, among other things, (1) Agency’s power and authority to execute the date of this Agreement Loan Documents; (2) the validity and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each binding effect of the representations and warranties contained in ARTICLE IV and each of Loan Documents; (3) the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach absence of any Representation Letter shall have occurredagreement, on and as of the date of such Notice of Borrowing and as of the Closing Date as if made on each such date. (j) There shall not have been any Law applicable to the transactions contemplated hereincovenant, or the financing thereofjudgment, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, restriction, contract, law, regulation or ordinance that would prohibit, restrictor which would require consent or approval to be given to Agency for the Loan, delay or otherwise materially affect which has not been obtained; and (4) the execution, delivery and performance Loan does not constitute a debt of the Agency in contravention of any of the Facility Documents constitutional or the making of the Loans statutory debt limitation or the making of the “Loans” (as defined in the Other Loan Agreement)restriction. (k) No event shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as of the Closing Date.

CONDITIONS PRECEDENT TO LOAN. The Lender's obligation of Lenders to make the Loans Loan is subject to satisfaction the accuracy of and compliance with the representations and warranties of the Company made in this Agreement. to the performance by the Company of its covenants and other obligations under this Agreement. and to the following further conditions precedentto be satisfied before Loan proceeds are delivered to the Company: (a) Administrative Agent The Company's factoring agreement with United Credit shall have been terminated, the Company shall have received each an instrument of satisfaction and release from United Credit acknowledging that no further amounts are due from the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory Company to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1United Credit, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches United Credit shall have delivered a Form UCC-3 terminating any lien or security interest held by United Credit on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated therebyThe Company's assets. (b) The Transaction Documents Company shall not have been amended or waived delivered the Collateral Report as set forth in any material Section 3(e) above, a financing statement on Form UCC-1 as set forth in Section 3(d) above, an updated subordination instrument with respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunderJunior Loans, and Borrower’s purchase of Shares pursuant waivers from certain other lenders as referred to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to In Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares4(d). (c) The Collateral Account Company shall have been established by Borrower executed and Administrative Agent shall have received reasonably satisfactory evidence that delivered the Collateral Requirement shall have been satisfied in all respectsNote to the Lender. (d) All fees or expenses required to The representations and warranties of the Company set forth in Section 3 hereof shall be paid to Administrative Agent or any Lender or counsel thereto on or before true and correct as of the Closing Date Closing, and the Company shall have been paid or provided for out complied with all applicable terms and conditions of cash that does not constitute Collateral or Other Facility Collateralthis Agreement. (e) Borrower The Company shall have provided delivered a certificate executed by the chief executive officer and chief financial officer of the Company, to the effect that all representations and warranties of the Company set forth in Section 3 above are true and complete and do not omit any form requested by Administrative Agent information necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1make such representations and warranties not misleading. (f) No Corporate Event shall have occurred on or after the date of this Agreement All documents, agreements, instruments and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter other legal matters shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing and as of the Closing Date as if made on each such date. (j) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (k) No event shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation satisfactory in form and substance satisfactory to Collateral Agent. (o) Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation Lender and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as of the Closing DateLender's attorneys.

CONDITIONS PRECEDENT TO LOAN. The obligation obligations of Lenders the Lender to make fund the Loans is Loan are subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent: (a) Administrative Agent shall this Agreement will have received each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date been executed and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrowerdelivered by all parties hereto; (iib) duly the Lender Distribution Agreement will have been executed Pledge Agreement and delivered by all documents contemplated thereby, including any UCC-1 financing statement(s)parties thereto; (iiic) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) the Lender will have received certified copies of the Organization Organizational Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this AgreementMariel, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing and as of the Closing Date as if made on each such date. (j) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect resolutions authorizing the execution, delivery and performance of any Borrower's and Mariel's respective obligations under the Loan Documents and the transactions contemplated herein, and the incumbency of the Facility Documents or officers of Borrower; (d) copies of all shareholder agreements and partnership agreements, if any, applicable to Borrower and Mariel, certified by Borrower to be true, will have been delivered to the making Lender's satisfaction; (e) Borrower and any other Affiliate of the Loans or Borrower who has provided Collateral will be in compliance in all material respects with all (if any) Material Contracts and Material Licences to the making reasonable satisfaction of the “Loans” Lender and copies of all Material Contracts and Material Licences if any, applicable to Borrower and any other Affiliate of the Borrower who has provided Collateral, will have been delivered to the Lender; (as defined f) evidence that all necessary or required consents or approvals of any Governmental Authority or other Person in connection with the delivery of the Loan Documents have been obtained; (g) releases, discharges, estoppels and postponements with respect to all Liens which are not Permitted Liens, if any, will have been delivered to the Lender; (h) duly executed copies of the Security and the Security Documents will have been delivered to the Lender and such financing statements or other registrations of such Security, or notice thereof, will have been filed, registered, entered or recorded in all offices of public record necessary or desirable in the Other opinion of the Lender to preserve or protect the charges and security interests created thereby; (i) a currently dated letter of opinion of counsel to the Borrower and Mariel; (j) no Default or Event of Default has occurred and is continuing on the Closing Date or would result from making the Loan Agreement).and a senior officer of the Borrower will have certified the same to the Lender; (k) No event shall have occurred, or would result from such Loans or from all representations and warranties made by Borrower in the application of the proceeds therefrom or entry into Loan Documents are true and performance of the Transaction Documents, that would constitute a Default or an Event of Default.correct in all material respects; (l) Administrative Agent shall no Material Adverse Effect has occurred; (m) the Lender will have received such other assurancesadditional evidence, certificates, consents, approvals, opinions and documents relating or undertakings as the Lender will reasonably request to this Agreement and establish the consummation of the transactions contemplated hereby and be satisfied, acting reasonably, as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge taking of Borrower, threatened all proceedings in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth connection herewith in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) Each of compliance with the conditions set forth in this Agreement; (n) the Lender will have completed all due diligence which it considers necessary or appropriate in its discretion in regard to Borrower and its Property, books and records, operations, prospects and condition (financial or otherwise), including, without limitation, in regards to past and ongoing compliance with Applicable Laws (including Environmental Laws), union and labour relations and pension matters; and (o) the Lender will have received evidence that the Origination Fee (Section 3.01 4.6), the Work Fee (Section 4.7) and the Lender's Expenses (Section 4.8) have been paid or are being paid concurrently with the provision of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as of the Closing DateLoan.

CONDITIONS PRECEDENT TO LOAN. The obligation of Lenders Lender to fund the Loan(s) on each Advance Date shall be subject to Lender's discretion and satisfactory completion of its due diligence and approval process. The obligations of the Lender to make the Loans is hereunder are also subject to the satisfaction by Borrower, or waiver by Lender, of the following conditions precedentconditions: (a) Administrative Agent shall have received each of the following documents4.1 Borrower, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date, shall have delivered to Lender the following: (a) executed originals of the Agreement, the Subordination Agreement, a Note and interest payment as set forth in SECTION 2.1, and any other documents reasonably required by Lender to effectuate the liens of Lender with respect to all Collateral; (b) certified copy of resolutions of Borrower's board of directors evidencing approval of the borrowing and other transactions evidenced by the Loan Documents; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Fee; (f) an executed Master Lease Agreement and associated equipment schedules with Lender as lessor, in the minimum amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000.00); and (g) such other documents as Lender may reasonably request. 4.2 On each Advance Date: (a) The Lender shall have received (i) an Advance Request for such Advance as required by SECTION 2.4, (ii) an executed Note evidencing such Advance and (iii) any other documents Lender may reasonably request. (hb) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the The representations and warranties contained set forth in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter SECTION 5 hereof shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing Advance Date with the same effect as though made on and as of such date, except to the Closing Date as if made on each extent such representations and warranties expressly relate to an earlier date. (jc) There The Borrower shall not have been any Law applicable be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood time of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance immediately after such Advance no Event of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (k) No event Default shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into occurred and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) continuing. Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing Advance Request shall be deemed to be constitute a representation and warranty by the Borrower that on the conditions Advance Date as to the matters specified in Section 3.01 have been satisfied on paragraphs (B) and (C) of this SECTION 4.2. (a) In connection with each Advance Request made under Loan A and Loan B, Borrower shall deliver a certificate signed by its Chief Executive Officer and Chief Financial Officer certifying that Borrower has achieved at least seventy-five percent (75%) or more of its cumulative net income/loss projections as set forth in its Business Plan dated December 1, 1998 for the prior six (6) month period, attached hereto as Exhibit D. (b) In connection with the First Advance Request made under Loan B, Borrower shall deliver a certificate signed by its Chief Executive Officer and Chief Financial Officer certifying that Borrower has completed the Preferred Stock Offering (as defined in SECTION 7.12) (and such certificate shall include true and correct copies of the Closing Dateprincipal documentation relating to such Preferred Stock Offering).

CONDITIONS PRECEDENT TO LOAN. The obligation of Lenders Lender to make the Loans is Loan shall be subject to the satisfaction and the continued satisfaction of the following conditions precedent: (a) Administrative Agent On or prior to the date hereof, Borrower shall have received each of executed and delivered to Lender this Agreement, the following documentsNote, duly executedthe Mortgage, each (unless otherwise specified below) dated the Closing Date and all other documents required by this Agreement, all in form and substance satisfactory to Administrative Agent: (i) duly executed and in such number of counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borroweras may be required by Lender; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended representations and warranties of Borrower as set forth in this Agreement, or waived in any Related Document furnished to Lender in connection herewith, shall be and remain true and correct in all material respect adverse respects as of such date (except to the Lenders (or extent specifically limited to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreementa specified date), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares).; (c) The Collateral Account shall have been established by Borrower and Administrative Agent Lender shall have received reasonably satisfactory evidence that a unanimous consent of all directors of Borrower, authorizing the Collateral Requirement shall have been satisfied in execution of all respects.documents and instruments to be delivered by Borrower contemplated by this Agreement; (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral.received all fees, charges and expenses which are due and payable as specified in this Agreement and any Related Documents; (e) Borrower shall have provided any form requested Lender with all financial statements, reports and certificates required by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1.this Agreement; (f) No Corporate Event On or prior to the date hereof, Lender shall have occurred on or after received copies of the date certificate of this Agreement incorporation and on or before by-laws of Borrower, and Lender's counsel shall have reviewed the Closing Date.foregoing documents and been satisfied with the validity, due authorization and enforceability thereof and of all Related Documents; (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on On or prior to the Closing Date.date hereof, Lender shall have received evidence acceptable to Lender and its counsel that its Encumbrances affecting the Collateral shall have a first priority position, subject only to Permitted Encumbrances; (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing and as of the Closing Date as if made on each such date. (j) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (k) No event shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened occurrence resulting in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect with respect to either Borrower or Guarantor since the date of the most recent financial statements delivered by Borrower to Lender hereunder; (i) Lender shall have received the Continuing Guaranty executed by the Guarantor; (j) Lender shall have received a unanimous consent of all directors of Guarantor, authorizing the execution and delivery of the Continuing Guaranty; (k) Lender shall have obtained a landlord estoppel certificate from the Dock Board confirming the current status and terms of the Lease, and Lender shall have reached an agreement with the Dock Board on terms acceptable to it being understood whereby the Dock Board consents to the Mortgage, agrees that it will honor Lender or its designee as a substitute tenant under the Pending Litigation shall Lease on the terms presently contemplated by the Lease should there occur an Event of Default resulting in the foreclosure of the Mortgage or a dation en paiement of the Property in lieu of a foreclosure, and as to such other matters contemplated by Section 39 of the Lease (but not be deemed to cause necessarily on the condition same terms as set forth in this clause therein); (l) Borrower shall have provided Lender with the final Plans for the Project; (m) On or prior to fail to be satisfiedthe date hereof, there shall have been completed the satisfactory negotiation, closing and funding of a $14,000,000.00 Qualified Equity Investment (as such term is defined in Code Section 45D(b)(1).) into Lender, including agreed upon management fees, by and among Lender, Hibernia National Bank, Hibernia Southcoast Capital, Liberty Bank and Stonehenge Capital Company, LLC; and (n) Borrower’s rights under Article II Lender shall have received all information from the Borrower necessary for compliance with the requirements of the Stockholders Agreement shall have been assigned to Collateral AgentUSA Patriot Act, pursuant to documentation in form and substance satisfactory to Collateral AgentTitle III of Pub. L. 107-56 (signed into law October 26, 2001). (o) Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as of the Closing Date.

CONDITIONS PRECEDENT TO LOAN. The effectiveness of this Agreement and ▇▇▇▇▇▇’s obligation of Lenders to make fund the Loans is Third Tranche amount shall be subject to satisfaction of the following conditions precedentprecedent having been met to the satisfaction of ▇▇▇▇▇▇, or, alternatively, waived in writing by ▇▇▇▇▇▇: (a) Administrative Agent this Agreement shall have received each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date been executed and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrowerdelivered by all parties hereto; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), Parties shall have been contributed executed and delivered to Borrower by Lender the holders of Equity Interests therein and deposited pro rata into Loan Documents to which each of is a party including, without limitation, the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares).Security Documents; (c) The Collateral Account shall have been established by Borrower and Administrative Agent ▇▇▇▇▇▇ shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions certified copies of the Regulations Organizational Documents of the FRBLoan Parties, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing and as of the Closing Date as if made on each such date. (j) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect resolutions authorizing the execution, delivery and performance of any the Loan Parties’ respective obligations under the Loan Documents to which they are a party and the transactions contemplated therein, and the incumbency of the Facility Documents officers of each Loan Party; (d) copies of all shareholder, limited liability and partnership agreements, if any, applicable to the Loan Parties, certified by Borrower to be true, shall have been delivered to Lender’s satisfaction; (e) certificates of status or good standing, as applicable, for all relevant jurisdictions of each Loan Party shall have been delivered to Lender; (f) Borrower shall be in compliance in all material respects with all (if any) Material Contracts and Material Licenses to the making satisfaction of Lender and copies of all Material Contracts and Material Licenses if any, applicable to Borrower, shall have been delivered to Lender; (g) evidence of repayment in full of all Debt that is not Permitted Debt owing by the Loan Parties to any third party lenders to the Loan Parties concurrent with the Loan shall have been delivered to Lender; (h) releases, discharges, estoppels and postponements with respect to all Liens which are not Permitted Liens, if any, shall have been delivered to Lender; (i) payment of all amounts and fees payable to Lender; (j) duly executed copies of the Loans Security shall have been delivered to Lender and such financing statements or the making other registrations of the “Loans” (as defined such Security, or notice thereof, shall have been filed, registered, entered or recorded in all offices of public record necessary or desirable in the Other Loan Agreement).opinion of Lender to preserve or protect the charges and security interests created thereby; (k) No event the share certificates of the Subsidiaries pledged in favour of the Lender pursuant to the Security Documents shall have occurredbeen delivered to the Lender, duly endorsed in blank (to be delivered within 10 days of the Closing Date); (l) a letter of opinion of counsel to the Borrower along with the opinions of local counsel for Borrower shall have been delivered to Lender. Such opinions shall, amongst other things, confirm that the existing Security and any additional Security delivered in connection with the Loan is first ranking security in favour of Lender in respect to all of the Obligations; (m) the Borrower shall have delivered to Lender certificates of insurance acceptable to Lender showing, inter alia, ▇▇▇▇▇▇ as a first loss payee as its interest may appear on all insurance policies that insure the assets to be secured by the Security; (n) no Default or Event of Default has occurred and is continuing on the Closing Date or would result from such Loans or from making the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default.Third Tranche; (lo) Administrative Agent all representations and warranties made by the Loan Parties in the Loan Documents are true and correct in all material respects; (p) no Material Adverse Effect has occurred; (q) all outstanding obligations following the acquisitions of Nomad and FNL have been satisfied; (r) Lender shall have received such other assurancesadditional evidence, certificates, consents, approvals, opinions and documents relating or undertakings as Lender shall reasonably request to this Agreement and establish the consummation of the transactions contemplated hereby and be satisfied, acting reasonably, as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge taking of Borrower, threatened all proceedings in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth connection herewith in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) Each of compliance with the conditions set forth in Section 3.01 this Agreement; (s) Lender shall have completed all due diligence which it considers necessary or appropriate in its discretion in regard to the Loan Parties and their Property, books and records, operations, prospects and condition (financial or otherwise), including, without limitation, in regards to past and ongoing compliance with Applicable Laws (including Environmental Laws), union and labour relations and pension matters; (t) Lender shall have received a duly completed Perfection Certificate with respect to all of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” Parties; and (each as defined in the Other Loan Agreementu) on the Closing Date Lender shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation received the Origination Fee (Section 4.6) and warranty by Borrower that the conditions specified in Work Fee (Section 3.01 have been satisfied on and as of the Closing Date4.7).

CONDITIONS PRECEDENT TO LOAN. The Each Lender’s obligation to fund its portion of Lenders to make the Loans Loan under this Agreement is subject to satisfaction of the following conditions precedent: precedent (a) Administrative Agent shall have received as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to such Lender (and as applicable, pursuant to documentation which in each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date and case is in form and substance satisfactory acceptable to Administrative Agent:such Lender): 7.1 Each Loan Party Obligor and the Parent shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to such Lender each of the items listed on closing checklist attached hereto as Exhibit B; 7.2 Parent shall have adopted a “poison pill” plan to discourage changes in ownership that would trigger limitations on the use of net operating loss carryforwards pursuant to Section 382 of the Code, in form and substance acceptable to the Lenders; 7.3 Since February 2, 2019, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party or the Parent; 7.4 The Parent shall have adopted resolutions (i) duly executed counterparts setting the size of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender the board of directors of the Parent (the “Board”) at three (3) directors and Borrower; (ii) duly executed Pledge Agreement and all documents contemplated therebytaking necessary steps to appoint to the Board, including any UCC-1 financing statement(s)to the extent not already members thereof, the individuals identified in the Voting Agreement; (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies 7.5 No Default or Event of Default under the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Senior Secured Credit Agreement, the Pledge Agreement or any related loan document shall have occurred and any other Facility Document to be delivered hereunder or thereunder on behalf continuing as of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, immediately before and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower transactions contemplated by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date.other Loan Documents; (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) 7.6 Each of the representations and warranties contained set forth in ARTICLE IV this Agreement and each of in the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter other Loan Documents shall be true and correct in all material respects as of the date such Loan is made (unlessor, in each caseto the extent any representations or warranties are expressly made solely as of an earlier date, such representation or warranty is qualified as to materiality, in which case such representation or warranty representations and warranties shall be true and correctcorrect as of such earlier date), both before and no other breach of any Representation Letter after giving effect thereto; 7.7 Borrowers shall have occurred, on and as paid all out-of-pocket expenses of the date of such Notice of Borrowing and as of the Closing Date as if made on each such date. (j) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (k) No event shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Collateral Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as of Lenders invoiced through the Closing Date; and 7.8 No Default or Event of Default shall be in existence, both before and after giving effect thereto.

CONDITIONS PRECEDENT TO LOAN. The obligation obligations of Lenders the Lender to make the Loans is hereunder are subject to the satisfaction by Borrower, or waiver by Lender, of the following conditions precedentconditions: (a) Administrative Agent shall have received each of the following documents4.1 Borrower, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date, shall have delivered to Lender the following: (a) executed originals of the Agreement, the Subordination Agreement, and any other documents reasonably required by Lender to effectuate the liens of Lender with respect to all Collateral; (b) certified copy of resolutions of Borrower's board of directors evidencing approval of the borrowing and other transactions evidenced by the Loan Documents; (c) certified copies of the Articles of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Fee; and (f) such other documents as Lender may reasonably request in writing prior to the Closing Date. 4.2 On each Advance Date: (a) The Lender shall have received (i) an Advance Request for such Advance as required by Section 2.3, (ii) an executed Note evidencing such Advance and (iii) any other documents Lender may reasonably request in writing prior to such Advance Date. (hb) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the The representations and warranties contained set forth in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter Section 5 hereof shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing Advance Date with the same effect as though made on and as of such date, except to the Closing Date as if made on each extent such representations and warranties expressly relate to an earlier date. (jc) There The Borrower shall not have been any Law applicable be in material compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood time of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance immediately after such Advance no Event of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (k) No event Default shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into occurred and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) continuing. Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing Advance Request shall be deemed to be constitute a representation and warranty by the Borrower that on the conditions Advance Date as to the matters specified in paragraphs (b) and (c) of this Section 3.01 have been satisfied on and as of the Closing Date4.2.

CONDITIONS PRECEDENT TO LOAN. The Parent’s obligation of Lenders to make the Loans is subject to satisfaction of the following conditions precedent: (a) Administrative Agent Parent shall have received this Agreement, fully executed by the Borrowers; (b) Parent shall have received the Merger Agreement, fully executed by the Borrowers; (c) Parent shall have received the Note, fully executed by the Borrowers; (d) Parent shall have received a properly completed Form W-9, fully executed by the Borrowers; (e) Parent shall have received the Intellectual Property Security Agreement, fully executed by each of Borrower; (f) the following documentsCompany shall have terminated the Myriad Merger Agreement in accordance with Section 10.03(c) thereof; (g) Parent shall have received, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative Agent:Parent, such other documents, and completion of such other matters, as Parent may deem reasonably necessary; (h) the Merger Agreement shall not have been terminated for any reason; (i) duly executed counterparts there shall be no breach or inaccuracy of this Agreementany representation, sufficient in number for distribution warranty, covenant or agreement of the Company under the Merger Agreement that is curable such that pursuant to Administrative Agentthe provisions of Section 10.01(f) thereof, each Lender and BorrowerParent is unable to terminate the Merger Agreement prior to the date of such Loan; (iij) duly executed Pledge Agreement and all documents contemplated therebystatements, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations Borrowers made in this Agreement shall continue to be correct and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct complete in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing and as of the Closing Date as if made on each Loan; provided, however, that such date. (j) There materiality qualifier shall not have been apply to any Law applicable to the transactions contemplated hereinstatements, or the financing thereof, promulgated, enacted, entered or enforced representations and warranties in this Agreement that are already qualified by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement).materiality; (k) No event each Borrower shall have occurred, or would result from such Loans or from the application be in full compliance in all material respects with all of the proceeds therefrom or entry into and performance provisions of the Transaction Documents, that would constitute a Default or an Event of Default.Note Documents (as applicable); (l) Administrative Agent if the Company shall have received such other assurances, certificates, consents, approvals, opinions a Company Acquisition Proposal (that was not solicited in violation of Section 8.03(a) of the Merger Agreement) and documents relating to this Agreement Parent has requested that the Company Board reaffirm its approval and recommendation of the Merger and the transactions contemplated hereby as it Merger Agreement, the Company Board shall have reasonably requested (including control agreement(s) with financial or securities intermediaries).done so; (m) There no Event of Default under Section 7.3 shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably occurred and be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied).continuing; (n) Borrower’s rights under Article II Parent shall have received a reasonably detailed summary of the Stockholders Agreement shall have been assigned to Collateral AgentBorrowers’ intended use of the proceeds of the Loan, pursuant to documentation in form and substance reasonably satisfactory to Collateral Agent.Parent; and; (o) Each of at least three (3) Business Days prior to any Loan Date, Parent shall have received, in form and substance reasonably satisfactory to Parent, a request for loan advance, substantially in the form attached hereto as Exhibit C (the “Advance Certificate”). The Advance Certificate shall include, among other things, statements to the effect that the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” Sections 3.1 (each as defined in the Other Loan Agreementh), (i), (j), (k), (l) on the Closing Date shall and (m) have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as of the Closing Dateduly satisfied.

CONDITIONS PRECEDENT TO LOAN. The obligation of Lenders to make the Loans is subject to satisfaction Each of the following conditions precedentis a condition precedent to Lender making the Loan: (a) Administrative Agent Lender shall have received each of the following documentsreceived, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative Agent: (i) Lender, evidence, including copies thereof, that the Merger Agreements have been duly executed counterparts and delivered by and to the appropriate parties thereto and that the transactions contemplated under the terms of the Merger Agreements have been consummated prior to or contemporaneously with the execution of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent Lender shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation Tevidence, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing and as of the Closing Date as if made on each such date. (j) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (k) No event shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent.Lender, that the Congress Financing Agreements have been executed and delivered by all parties thereto and become effective in accordance with their terms and the initial loans and financing arrangements to be made thereunder have been made prior to or contemporaneously with the execution of this Agreement; (oc) Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date Lender shall have received evidence, in form and substance satisfactory to Lender, that the Warrant Agreement of even date herewith between Lender and Borrower has been satisfied executed by each party thereto prior to or waived. The Notice contemporaneously with the execution of Borrowing this Agreement; (d) Lender shall have received evidence, in form and substance satisfactory to Lender, that the Shareholders' Agreement of even date herewith between Borrower, Parent and Lender has been executed and delivered by all parties thereto and become effective in accordance with its terms prior to or contemporaneously with the execution of this Agreement; (e) Lender shall have received evidence, in form and substance satisfactory to Lender, that the Management Agreement of even date herewith between Borrower and certain members of management has been executed and delivered by all parties thereto and become effective in accordance with its terms prior to or contemporaneously with the execution of this Agreement; (f) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be deemed satisfactory in form and substance to be a representation Lender, and warranty by Borrower that the conditions specified in Section 3.01 Lender shall have been satisfied on received all information and as copies of the Closing Date.all documents, including, without limitation, records of requisite corporate action and proceedings which

CONDITIONS PRECEDENT TO LOAN. The obligation of Lenders Lender shall not be obligated to make the Loans is subject Loan, or to satisfaction of take, fulfill, or perform any other action hereunder, until the following conditions precedent: (a) Administrative Agent shall have received each of the following documentsbeen delivered to Lender, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative Agent:Lender (the date on which Lender makes the Loan, the “Closing Date”): (a) a counterpart of this Agreement duly executed by each Loan Party and Lender; (b) a certificate duly executed by the Secretary or Assistant Secretary of each Loan Party, the form of which is attached as Exhibit A, providing verification of incumbency and certifying as to and attaching (i) duly executed counterparts such Loan Party’s board resolutions approving the transactions contemplated by the Loan Documents and (ii) such Loan Party’s formation documents certified by the Secretary of this Agreement, sufficient in number for distribution State of such Loan Party’s state of formation as of a recent date acceptable to Administrative Agent, each Lender and Borrowersuch Loan Party’s governing documents; (iic) Note duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s)by Borrower in favor of Lender if Lender has requested a Note; (iiid) duly executed Representation Letter from each Parentfiled copies of UCC financing statements, collateral assignments, and termination statements, with respect to the Collateral, as Lender shall request; (ive) duly executed Control Agreement certificates of insurance evidencing the insurance coverage and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower satisfactory additional insured and of General Partnerlender loss payable endorsements, in each case as certified by a Responsible Officer of General Partnerrequired pursuant to Section 6.4; (vif) certified copies, dated as of a recent date acceptable to Lender, of UCC search results demonstrating that there are no Liens on the Collateral other than Permitted Liens; (g) a certificate of General Partner certifying status/good standing of each Loan Party from the names jurisdiction of such Loan Party’s organization and true signatures a certificate of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document foreign qualification from each jurisdiction where such Loan Party’s failure to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is so qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing and as of the Closing Date as if made on each such date. (j) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (k) No event shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect Effect, in each case certified as of a recent date acceptable to Lender; (it being understood that h) a Perfection Certificate completed and duly executed by each Loan Party; (i) a Guaranty Agreement, duly executed by each Guarantor; (j) the Pending Litigation shall not be deemed to cause Initial Warrant in favor of Lender (or its Affiliate or designee) duly executed by Borrower; (k) the condition set forth in this clause Intellectual Property Security Agreement required by Section 3.1, duly executed by each Loan Party; (ml) to fail all fees required to be satisfied). (n) Borrower’s rights paid by Borrower under Article II of the Stockholders Agreement Loan Documents, and Borrower shall have been assigned to Collateral Agentreimbursed Lender for all fees, pursuant to documentation in form costs and substance satisfactory to Collateral Agent. (o) Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and expenses presented as of the Closing Date; and (m) all other documents and instruments as Lender may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement.

CONDITIONS PRECEDENT TO LOAN. The obligation obligations of Lenders Lender to make the Loans is Loan hereunder are subject to the satisfaction by Borrower of the following conditions precedentconditions: (a) Administrative Agent 4.1. The Advance Date for any installment shall have received each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto occur on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Commitment Termination Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time4.2. Borrower, if any, shall not have occurred on or prior to the Closing Date, shall have delivered to Lender the following: (a) executed originals of this Agreement, the Loan Documents, Account Control Agreement(s), a legal opinion of Borrower’s counsel, Joinder Agreements and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loans and other transactions evidenced by the Loan Documents; and (ii) the Warrant Agreement and transactions evidenced thereby; (c) certified copies of the Articles or Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Fee and reimbursement of Lender’s expenses reimbursable pursuant to Section 11.15, which amounts may be deducted from the initial Advance; and (f) such other documents as Lender may reasonably request. 4.3. On each Advance Date: (a) Lender shall have received (i) an Advance Request for the relevant Advance as required by Section 2.3, duly executed by Borrower’s Chief Executive Officer and Chief Financial Officer, (ii) the duly executed Note evidencing such Advance, and (iii) any other documents Lender may reasonably request. (hb) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the The representations and warranties contained set forth in ARTICLE IV this Section 4 and each in Section 5 and of Borrower in the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter Warrant Agreement shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date Advance Date with the same effect as though made on and as of such Notice date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of Borrowing and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in paragraphs (b) and (c) of this Section 4.3 and in Sections 4.4, 4.5, 4.6 and 4.7 and, as to the matters set forth in the Advance Request. (e) At the Closing Date and each Advance Date, Borrower shall have taken or caused to be taken such actions requested by Lender to grant Lender a first priority (and when the requisite financing statements are properly filed) perfected Lien in the Collateral, subject only to Permitted Liens. Such actions shall include the delivery to Lender of all assignments, notices, and control agreements, executed by Borrower, as to the Collateral granted by Borrower for all jurisdictions as may be necessary or desirable to perfect or obtain the priority of Lender’s Lien in such Collateral. (f) Lender may deduct from such Advance it’s expenses reimbursable pursuant to Section 11.15. 4.4. At the Closing Date and each Advance Date, Borrower shall have taken or caused to be taken such actions requested by Lender to grant Lender a first priority (and when the requisite financing statements are properly filed) perfected Lien in the Collateral, subject only to Permitted Liens. Such actions shall include the delivery to Lender of all appropriate financing statements, assignments, notices, and control agreements, executed by Borrower, as to the Collateral granted by Borrower for all jurisdictions as may be necessary or desirable to perfect or obtain the priority of Lender’s Lien in such Collateral. 4.5. As of the Closing Date as if made on and each such date. Advance Date, no fact or condition exists that would (j) There shall not have been any Law applicable to or would, with the transactions contemplated hereinpassage of time, the giving of notice, or the financing thereof, promulgated, enacted, entered both) constitute an Event of Default under this Agreement or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making Loan Documents. 4.6. As of the Loans Closing Date and each Advance Date, no event that has had or the making of the “Loans” (as defined in the Other Loan Agreement). (k) No event shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied)has occurred and is continuing. (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived4.7. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as As of the Closing Date, $4,500,000 plus all accrued interest and any other amounts outstanding in connection therewith, but not to exceed the Maximum Loan Amount, shall be paid in full and final discharge and satisfaction of all obligations owed by Borrower to KBA Ventures, LLC (f/k/a Posh Tots, LLC, “Posh Tots”) and the Liens in the Collateral securing such obligations shall be fully released and extinguished, with Posh Tots having authorized the filing of UCC-3 Termination Statements with respect thereto in each office where UCC-1s have been filed in favor of Posh Tots.

CONDITIONS PRECEDENT TO LOAN. The obligation of Lenders the Lender to make the Loans Loan on the Closing Date is subject to satisfaction of the following conditions precedent: (ai) Administrative Agent shall have received each of The Lender must receive the following documentsfrom the Borrower, duly executed, in each (unless otherwise specified below) dated the Closing Date and case in form and substance satisfactory to Administrative Agent:the Lender: December 7, 2010 (iA) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agentduly executed by (1) a Responsible Officer of, each Lender and delivered on behalf of, the Borrower, and (2) the Guarantors; (iiB) duly executed Pledge Agreement a properly completed Loan Notice, requesting the borrowing of the Loan at the Base Rate and all documents contemplated thereby, including any UCC-1 financing statement(s)delivered on the Closing Date in accordance with Section 1(b) above; (iiiC) duly executed Representation Letter from such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each ParentResponsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (ivD) such documents and certifications as the Lender may reasonably require to evidence that the Borrower is duly executed Control Agreement and all documents contemplated therebyorganized or formed; (vE) copies of the Organization Documents of Borrower and of General Partner, in each case as certified a certificate signed by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially certifying that (1) each representation and warranty set forth in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be 3 below is true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing and as of the Closing Date and (2) the Borrower is Solvent after giving effect to the Loan; (F) a favorable opinion of DLA Piper LLP (US), counsel to the Borrower, addressed to the Lender, as to such matters concerning the Borrower and the Loan Documents as the Lender may reasonably request; (G) if made on each requested by the Lender, a promissory note as contemplated in Section 1(d) above; (H) the SBLC in original form, as properly issued by MLIB; and (I) such dateother documents and certificates (including legal opinions) as the Lender may reasonably request. (jii) There The Lender shall not have been any Law applicable received all fees (including all legal fees) and expenses required to be paid on or before the Closing Date. December 7, 2010 (iii) All governmental and third party approvals necessary or advisable in connection with the Tender Offer and the Merger, the transactions contemplated hereinby the Loan Documents and the continuing operations of the Acquisition Company, the Target and their respective subsidiaries shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Tender Offer or the Merger or the financing thereof. The Tender Offer and the Merger shall not violate or conflict with any applicable law, promulgatedstatute, enactedrule or regulation or result in a default under any material agreement of the Acquisition Company, entered the Target or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement)their respective subsidiaries. (k) No event shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (miv) There shall have been exist no actionpending or threatened litigation, suit, investigation proceedings or proceeding pending or, investigations which (A) could reasonably be expected to prevent or otherwise adversely impact the knowledge consummation of Borrower, threatened in any court the Tender Offer or before any arbitrator the Merger or Governmental Authority against Borrower, General Partner or any Parent that (B) could reasonably be expected to have a Material Adverse Effect (it being understood that on the Pending Litigation shall not be deemed to cause Acquisition Company, the condition set forth in this clause (m) to fail to be satisfied)Target or any of their respective subsidiaries. (nv) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing Lender shall be deemed to be a representation and warranty by Borrower satisfied that the conditions specified Tender Offer, the Merger and the transactions contemplated by the Loan Documents shall, in Section 3.01 have been satisfied on all respects, comply with applicable margin regulations (Federal Reserve Board Regulations T, U and as of the Closing DateX).

CONDITIONS PRECEDENT TO LOAN. The obligation obligations of Lenders the Lender to make fund the Loans is Loan are subject to the satisfaction or waiver on the Funding Date of the following conditions precedent: (a) Administrative Agent this Agreement shall have received each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date been executed and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrowerdelivered by all parties hereto; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent Lender shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions certified copies of the Regulations Organizational Documents of the FRBObligors, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing and as of the Closing Date as if made on each such date. (j) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect resolutions authorizing the execution, delivery and performance of any the Obligor’s respective obligations under the Loan Documents and the transactions contemplated herein, and the incumbency of the Facility Documents officers of the Obligors; (c) copies of all shareholder agreements and partnership agreements, if any, applicable to each Obligor, certified by such Obligor to be true, shall have been delivered to the Lender’s satisfaction; (d) certificates of status or good standing, as applicable, for all relevant jurisdictions of each Obligor shall have been delivered to the Lender; (e) The Obligors shall be in compliance in all material respects with all (if any) Material Contracts and Material Licences to the satisfaction of the Lender acting reasonably and copies of all Material Contracts and Material Licences if any, applicable to each Obligor, shall have been delivered to the Lender; (f) evidence of repayment in full of all Debt that is not Permitted Debt (or Permitted Debt to be repaid or converted to equity on or about the Funding Date) owing by an Obligor to any third party lenders to such Obligor concurrent with the Loan shall have been delivered to the Lender; (g) evidence that all necessary or required consents or approvals of any Governmental Authority or other Person in connection with the completion of the Offering or the making Qualifying Transaction and the delivery of the Loans Loan Documents have been obtained other than the TSXV approval, it being understood that TSXV conditional approval will have been obtained by the Funding Date; (h) releases, discharges, estoppels, no interest letters and postponements with respect to all Liens which are not Permitted Liens or which are to be discharged on the making Funding Date in accordance with the terms hereof, if any, shall have been delivered to the Lender; (i) payment of all amounts and fees payable to the Lender, including the Work Fee; (j) duly executed copies of the “Loans” (as defined Security Documents shall have been delivered to the Lender and such financing statements or other registrations of such Security Documents, or notice thereof, shall have been filed, registered, entered or recorded in all offices of public record necessary or desirable in the Other Loan Agreement).opinion of the Lender to preserve or protect the charges and security interests created thereby; (k) No event the share certificates of Amalco pledged in favour of the Lender pursuant to the Security Documents shall have occurredbeen delivered to the Lender, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default.duly endorsed in blank; (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating a letter of opinion of counsel to this Agreement each of the Borrower and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) Parent along with financial or securities intermediaries). (m) There the opinions of local counsel for Borrower, if any, shall have been no action, suit, investigation or proceeding pending or, delivered to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation Lender in form and substance satisfactory to Collateral Agent.the Lender; (m) the Borrower shall have delivered to the Lender certificates of insurance acceptable to the Lender showing, inter alia, the Lender as a first loss payee as its interest may appear on all insurance policies that insure the assets to be secured by the Security; (n) no Default or Event of Default has occurred and is continuing on the Funding Date or would result from making the Loan and a senior officer of the Borrower shall have certified the same to the Lender; (o) Each all representations and warranties made by the Obligors in the Loan Documents are true and correct in all material respects; (p) no Material Adverse Effect has occurred; (q) a source and use of funds statement and an outline of the conditions set forth in Section 3.01 flow of funds from the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed delivered to be a representation and warranty by Borrower the Lender evidencing that the conditions specified Loan will be used solely for the purpose provided for in Section 3.01 have been satisfied on and as of the Closing Date.9.1(f);

CONDITIONS PRECEDENT TO LOAN. The obligation obligations of Lenders Lender to make the Loans is Loan hereunder are subject to the satisfaction by Borrower of the following conditions precedentconditions: (a) Administrative Agent 4.1. The Advance Date for any installment shall have received each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto occur on or before the Closing Date Commitment Termination Date. No Advance Requests shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or be accepted after the date of this Agreement and on or before the Closing Commitment Termination Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time4.2. Borrower, if any, shall not have occurred on or prior to the Closing Date, shall have delivered to Lender the following: (a) executed originals of this Agreement, the Loan Documents, and all other documents (including the Control Agreements) and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral wherever located, including those documents listed on the Schedule of Documents, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loans and other transactions evidenced by the Loan Documents; and (ii) the Warrant Agreements and transactions evidenced thereby; (c) certified copies of resolutions of each Grantor’s (other than Borrower) board of directors evidencing approval of the transactions evidenced by the Loan Documents; (d) certified copies of the Articles or Certificate of Incorporation and the Bylaws of each Grantor, as amended through the Closing Date; (e) a certificate of good standing for each Grantor from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (f) payment of the Facility Fee that is due on the Closing Date; and (g) such other documents as Lender may reasonably request. 4.3. On each Advance Date: (a) Lender shall have received (i) an Advance Request for the relevant Advance as required by Section 2.3, duly executed by Borrower’s Chief Executive Officer or Chief Financial Officer, (ii) the duly executed Note evidencing such Advance, and (iii) any other documents Lender may reasonably request. (hb) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the The representations and warranties contained set forth in ARTICLE IV this Section 4 and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter Section 5 shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date Advance Date with the same effect as though made on and as of such Notice date, except to the extent such representations and warranties expressly relate to an earlier date. (c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of Borrowing and immediately after such Advance no Event of Default shall have occurred and be continuing. (d) Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in paragraphs (b) and (c) of this Section 4.3 and in Sections 4.4, 4.5 and 4.6, and as to the matters set forth in the Advance Request. 4.4. At the Closing Date and each Advance Date, each Grantor shall have taken or caused to be taken such actions requested by Lender to grant Lender a first priority (and when the requisite financing statements are properly filed) perfected Lien in the Collateral, subject only to Permitted Liens. Such actions shall include the delivery to Lender of all appropriate financing statements, assignments, notices, and control agreements, executed by each Grantor, as to the Collateral granted by such Grantor for all jurisdictions as may be necessary or desirable to perfect or obtain the priority of Lender’s Lien in such Collateral. 4.5. As of the Closing Date as if made on and each such date. Advance Date, no fact or condition exists that would (j) There shall not have been any Law applicable to or would, with the transactions contemplated hereinpassage of time, the giving of notice, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (kboth) No event shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of DefaultDefault under this Agreement. (l) Administrative Agent shall have received such other assurances4.6. As of the Closing Date and each Advance Date, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial no event that has had or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied)has occurred and is continuing. (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as of the Closing Date.

CONDITIONS PRECEDENT TO LOAN. 3.1 The obligation of Lenders Lender to make the Loans first advance in respect of the Loan is subject to satisfaction the fulfillment of the following conditions precedentto Lender’s satisfaction: (a) Administrative Agent the Borrower shall have received each taken all actions necessary or appropriate to attach and perfect the Lender’s security interest in the Collateral as contemplated hereunder to the Lender’s satisfaction, including without limitation filing a UCC-1 financing statement in a form satisfactory to Lender in the Office of the following documentsSecretary of State of the State of Minnesota, duly executedfiling the Trademark and Copyright Security Agreement with the Copyright Office and Patent and Trademark Office, each respectively, and obtaining all consents and waivers necessary or appropriate, as determined by Lender in its discretion, for the attachment and perfection of Lender’s security interest in the Collateral, including without limitation from Venture Bank. (unless otherwise specified belowb) dated the Closing Date Borrower shall have executed and delivered the Trademark and Copyright Security Agreement and all other Loan Documents. (c) the existing loans to Borrower from P▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and any liens securing such loans shall have been subordinated to this Loan and the Liens securing it, pursuant to subordination agreement(s) in form and substance satisfactory to Administrative AgentLender. 3.2 The obligation of Lender to make any advance in respect of the Loan is subject to the fulfillment of the following condition to the Lender’s satisfaction: (ia) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter Section 5 shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of on which such Notice of Borrowing Loan is advanced as though made at and as of the Closing Date as if made on each such date. (j) There , the Borrower shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (k) No event shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) compliance with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition all covenants set forth in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II Loan Agreement and in the Asset Purchase Agreement, and no Default or Event of the Stockholders Agreement Default shall have been assigned occurred and be continuing, or would exist after giving effect to Collateral Agentthe Loan (provided, pursuant however, that those representations and warranties expressly referring to documentation another date shall be true, correct and complete in form and substance satisfactory all material respects as of such date). Borrower shall deliver a certificate to Collateral Agent. (o) Each Lender confirming the fulfillment of the conditions set forth in this Section 3.01 of the Other Loan Agreement to the 3.2(a). Lender shall have no obligation of the “Lenders” to make the “Loans” (each as defined in Loan if the Other Loan Agreement) on the Closing Date shall foregoing conditions precedent have not been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty fulfilled by Borrower that the conditions specified (or waived by Lender) in Section 3.01 have been satisfied on and as respect of the Closing Datefirst advance of the Loan by February 1, 2006.

CONDITIONS PRECEDENT TO LOAN. The (a) Lender’s obligation of Lenders to make the Loans initial Loan is subject to the condition precedent that the Lender shall have received, in form and substance reasonably satisfactory to Lender, such documents and evidence of completion of such other matters, as Lender may reasonably deem necessary in connection herewith, including, without limitation: (i) Borrower’s Certificate of Incorporation and Bylaws and good standing certificates certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ii) a completed Perfection Certificate for Borrower (the “Initial Perfection Certificate”); (iii) duly executed officer’s certificate for Borrower, in a form reasonably acceptable to the Lender; (iv) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as the Lender shall reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Loan, will be terminated or released; (v) a bailee waiver executed in favor of the Lender in respect of each third party bailee where Borrower maintains Collateral having a book value in excess of […***…]; and (vi) evidence reasonably satisfactory to the Lender that the insurance policies required under this Agreement are in full force and effect, together with appropriate evidence showing loss payable clauses or endorsements in favor of the Lender. (b) Lender’s obligation to make any Loan hereunder is subject to satisfaction of the following conditions precedent: (a) Administrative Agent shall have received each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts the representations and warranties in Section 8 shall be true, accurate and complete in all material respects on the Funding Date of this Agreementeach Loan; provided, sufficient however, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in number for distribution to Administrative Agent, each Lender and Borrowerall material respects as of such date; (ii) duly executed Pledge Agreement no Event of Default shall have occurred and all documents contemplated thereby, including any UCC-1 financing statement(s)be continuing or result from the Loan; (iii) duly executed Representation Letter in Lender’s sole discretion, there has not been any Material Adverse Effect or any material adverse deviation by Borrower from each Parentthe Borrower Forecast and Budget presented to and accepted by the Lender; (iv) duly executed Control Agreement and all documents contemplated therebya completed Perfection Certificate for Borrower, updated from the most recent Perfection Certificate delivered pursuant to this Section 4, dated as of the Funding Date of each Loan; (v) copies duly executed officer’s certificate for Borrower dated as of the Organization Documents Funding Date of Borrower and of General Partnereach Loan, in each case as certified by a Responsible Officer of General Partnerform reasonably acceptable to the Lender; (vi) a certificate of General Partner certifying the names and true signatures bailee waiver executed in favor of the Responsible Officers Lender in respect of General Partner authorized to sign this Agreement, the Pledge Agreement each third party bailee which has not previously delivered such a waiver and any other Facility Document to be delivered hereunder or thereunder on behalf where Borrower maintains Collateral having a book value in excess of Borrower;[…***…]; and (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior evidence reasonably satisfactory to the Closing Date (Lender that the insurance policies required under this Agreement are in full force and effect, together with a bring down on the Closing Date), appropriate evidence showing loss payable clauses or endorsements in the case favor of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated therebyLender. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing and as of the Closing Date as if made on each such date. (j) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (k) No event shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as of the Closing Date.

CONDITIONS PRECEDENT TO LOAN. The obligation obligations of Lenders Lender to make the Loans is Loan hereunder are subject to the satisfaction by Borrower of the following conditions precedentconditions: (a) Administrative Agent shall have received each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder 4.1. On or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, Borrower shall have delivered to Agent the following (“Closing Deliverables”): (a) executed copies of the Loan Documents, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably requested by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent; (b) a fully executed pay-off letter reasonably satisfactory to Agent confirming that all obligations owing by Borrower under the case Existing Debt will be repaid in full and all Liens upon any of the property and assets of Borrower or any of its Subsidiaries, as applicable, that secure obligations under the Existing Debt shall be terminated immediately upon such payment (the “Pay-Off Letter”); (c) copy of resolutions of Borrower’s board of directors evidencing approval of the Loan and other transactions evidenced by the Loan Documents; (d) copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (viiie) an opinion a certificate of counsel good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it is qualified to do business, except where the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not failure to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does so qualified could not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing and as of the Closing Date as if made on each such date. (j) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (k) No event shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect Effect; (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (mf) to fail the extent invoiced to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) Each of the conditions set forth in Section 3.01 of the Other Loan Agreement Borrower prior to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty by Borrower that the conditions specified in Section 3.01 have been satisfied on and as Date, payment of the Closing Expense Charge (if not paid prior to the Closing Date). If not invoiced prior to Closing Date, Closing Expense Charge and out-of-pocket costs associated with filings required to perfect Agent’s security interest or diligence searches with Governmental Authorities will be paid following the Closing Date, within ten (10) Business Days from receipt of invoice; (g) [Reserved]; (h) executed copy of a Registration Rights Agreement; and (i) a Compliance Certificate substantially in the form attached hereto as Exhibit C, executed by Borrower.

CONDITIONS PRECEDENT TO LOAN. The obligation obligations of Lenders the Lender to make fund the Loans is Loan are subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent: (a) Administrative Agent this Agreement shall have received each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date been executed and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrowerdelivered by all parties hereto; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent Lender shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions certified copies of the Regulations Organizational Documents of Borrower, the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date. (h) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the representations and warranties contained in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing and as of the Closing Date as if made on each such date. (j) There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect resolutions authorizing the execution, delivery and performance of any Borrower’s respective obligations under the Loan Documents and the transactions contemplated herein, and the incumbency of the Facility Documents officers of Borrower; (c) copies of all shareholder agreements and partnership agreements, if any, applicable to Borrower, certified by Borrower to be true, shall have been delivered to the Lender’s satisfaction; (d) certificates of status or good standing, as applicable, for all relevant jurisdictions of Borrower shall have been delivered to the making Lender; (e) Borrower shall be in compliance in all material respects with all (if any) Material Contracts and Material Licences to the satisfaction of the Loans Lender and copies of all Material Contracts and Material Licences if any, applicable to Borrower, shall have been delivered to the Lender; (f) evidence of repayment in full of all Debt that is not Permitted Debt owing by Borrower to any third party lenders to Borrower concurrent with the Loan shall have been delivered to the Lender; (g) evidence that all necessary or required consents or approvals of any Governmental Authority or other Person in connection with the making completion of the “Loans” FNL Transaction and the delivery of the Loan Documents have been obtained; (as defined h) releases, discharges, estoppels and postponements with respect to all Liens which are not Permitted Liens, if any, shall have been delivered to the Lender; (i) payment of all amounts and fees payable to the Lender; (j) duly executed copies of the Security shall have been delivered to the Lender and such financing statements or other registrations of such Security, or notice thereof, shall have been filed, registered, entered or recorded in all offices of public record necessary or desirable in the Other Loan Agreement).opinion of the Lender to preserve or protect the charges and security interests created thereby; (k) No event a currently dated letter of opinion of counsel to the Borrower along with the opinions of local counsel for Borrower shall have occurredbeen delivered to the Lender; (l) the Borrower shall have delivered to the Lender certificates of insurance acceptable to the Lender showing, inter alia, the Lender as a first loss payee as its interest may appear on all insurance policies that insure the assets to be secured by the Security; (m) no Default or Event of Default has occurred and is continuing on the Closing Date or would result from such Loans or making the Loan and a senior officer of the Borrower shall have certified the same to the Lender; (n) all representations and warranties made by Borrower in the Loan Documents are true and correct in all material respects; (o) no Material Adverse Effect has occurred; (p) a source and use of funds statement and an outline of the flow of funds from the application of Loan shall have been delivered to the proceeds therefrom or entry into and performance of Lender evidencing that the Transaction Documents, that would constitute a Default or an Event of Default.Loan will be used solely for the purpose provided for in Section 9.1(f); (lq) Administrative Agent the Lender shall have received such other assurancesadditional evidence, certificates, consents, approvals, opinions and documents relating or undertakings as the Lender shall reasonably request to this Agreement and establish the consummation of the transactions contemplated hereby and the FNL Transaction and be satisfied, acting reasonably, as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge taking of Borrower, threatened all proceedings in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth connection herewith in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) Each of compliance with the conditions set forth in this Agreement; (r) the Lender shall have completed all due diligence which it considers necessary or appropriate in its discretion in regard to Borrower and its Property, the FNL Transaction, books and records, operations, prospects and condition (financial or otherwise), including, without limitation, in regards to past and ongoing compliance with Applicable Laws (including Environmental Laws), union and labour relations and pension matters; (s) the Lender and the Borrower will have entered into, executed and delivered, the Lender’s Option and the Lender’s Distribution Agreement, all on terms satisfactory to the parties, acting reasonably; (t) concurrently therewith, the Borrower shall complete the FNL Transaction on terms and conditions satisfactory to the Lender; (u) the Lender shall have received the Origination Fee (Section 3.01 4.6) and the Work Fee (Section 4.7); (v) on or prior to Closing, Borrower will have completed an offering of Borrower’s equity securities or securities convertible into equity securities of at least $250,000; (w) that certain agreement dated between FNL and inLife Business Development Group LLC shall and have been amended in a manner satisfactory to Lender; (x) the execution and delivery of the Other Loan Agreement Warrant by the Borrower; (y) the execution and delivery by the Borrower of a warrant agreement giving effect to the obligation of Lender’s Additional Equity, on terms satisfactory to the “Lenders” to make the “Loans” Parties; and (each as defined in the Other Loan Agreementz) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing shall be deemed to be a representation and warranty occurs by Borrower that the conditions specified in Section 3.01 have been satisfied on and as of the Closing Dateno later than January 23, 2015.

CONDITIONS PRECEDENT TO LOAN. The obligation of Lenders Lender to fund the Loan(s) on each Advance Date shall be subject to Lender's discretion and satisfactory completion of its due diligence and approval process. The obligations of the Lender to make the Loans is hereunder are also subject to the satisfaction by Borrower, or waiver by Lender, of the following conditions precedentconditions: (a) Administrative Agent shall have received each of the following documents4.1 Borrower, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative Agent: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) duly executed Pledge Agreement and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) duly executed Representation Letter from each Parent; (iv) duly executed Control Agreement and all documents contemplated thereby; (v) copies of the Organization Documents of Borrower and of General Partner, in each case as certified by a Responsible Officer of General Partner; (vi) a certificate of General Partner certifying the names and true signatures of the Responsible Officers of General Partner authorized to sign this Agreement, the Pledge Agreement and any other Facility Document to be delivered hereunder or thereunder on behalf of Borrower; (vii) a certificate evidencing the good standing (or equivalent) of each of Borrower and General Partner in its jurisdiction of formation and/or incorporation and each other jurisdiction where it is qualified to do business dated a date not earlier than (x) ten (10) Business Days prior to the Closing Date (with a bring down on the Closing Date), in the case of the General Partner or (y) two (2) Business Days prior to the Closing Date, in the case of Borrower; (viii) an opinion of counsel to the Borrower substantially in form of Exhibit H-1, and an opinion of the Lenders’ Cayman Islands counsel substantially in form of Exhibit H-2; (ix) the results of Tax, judgment and Lien searches on Borrower; and (x) duly executed Issuer Acknowledgment and all documents contemplated thereby. (b) The Transaction Documents shall not have been amended or waived in any material respect adverse to the Lenders (or to change the purchase price for the Shares under the Purchase Agreement) without the prior written consent of Administrative Agent, not to be unreasonably withheld or delayed. An amount of cash equal to the aggregate purchase price for the Shares under the Purchase Agreement, net of the sum of (i) an amount equal to the aggregate Commitments for all Lenders (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) and (ii) an amount equal to the aggregate “Commitments” for all “Lenders” (after giving effect to any reduction thereof pursuant to the proviso in the definition of “Commitment”) (each as defined under the Other Loan Agreement), shall have been contributed to Borrower by the holders of Equity Interests therein and deposited pro rata into each of the Collateral Account and the “Collateral Account” (as defined under the Other Loan Agreement) according to the Commitments hereunder and the “Commitments” thereunder, and Borrower’s purchase of Shares pursuant to the Purchase Agreement shall have been, or substantially simultaneously with the making of Loans pursuant to Section 2.01 shall be, consummated (including the transfer of a pro rata portion (based on the Commitments hereunder and the “Commitments” under the Other Loan Agreement ) of such Shares into the Collateral Account as Eligible Pledged Shares). (c) The Collateral Account shall have been established by Borrower and Administrative Agent shall have received reasonably satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (d) All fees or expenses required to be paid to Administrative Agent or any Lender or counsel thereto on or before the Closing Date shall have been paid or provided for out of cash that does not constitute Collateral or Other Facility Collateral. (e) Borrower shall have provided any form requested by Administrative Agent necessary to comply with Regulation T, U, or X, or any other provisions of the Regulations of the FRB, including Form U-1. (f) No Corporate Event shall have occurred on or after the date of this Agreement and on or before the Closing Date. (g) No Potential Adjustment Event shall have occurred on or after the date of this Agreement and on or before the Closing Date for which the Adjustment Event Effective Time, if any, shall not have occurred on or prior to the Closing Date, shall have delivered to Lender the following: (a) executed originals of the Agreement, the Subordination Agreement, and any other documents reasonably required by Lender to effectuate the liens of Lender with respect to all Collateral; (b) copy of resolutions of Borrower's board of directors evidencing approval of the borrowing and other transactions evidenced by the Loan Documents; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) payment of the Facility Fee; (f) an executed Master Lease Agreement and associated equipment schedules with Lender as lessor, in the minimum amount of Three Hundred Seventy Five Thousand Dollars ($375,000.00); and (g) such other documents as Lender may reasonably request. 4.2 On each Advance Date: (a) The Lender shall have received (i) an Advance Request for such Advance as required by Section 2.3, (ii) an executed Note evidencing such Advance and (iii) any other documents Lender may reasonably request. (hb) Borrower shall have delivered a Notice of Borrowing signed by Borrower in accordance with the requirements hereof. (i) Each of the The representations and warranties contained set forth in ARTICLE IV and each of the representations and warranties contained in paragraphs 1, 2 and 7 of the Representation Letter Section 5 hereof shall be true and correct in all material respects (unless, in each case, such representation or warranty is qualified as to materiality, in which case such representation or warranty shall be true and correct), and no other breach of any Representation Letter shall have occurred, on and as of the date of such Notice of Borrowing Advance Date with the same effect as though made on and as of such date, except to the Closing Date as if made on each extent such representations and warranties expressly relate to an earlier date. (jc) There The Borrower shall not have been any Law applicable be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood time of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance immediately after such Advance no Event of any of the Facility Documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (k) No event Default shall have occurred, or would result from such Loans or from the application of the proceeds therefrom or entry into occurred and performance of the Transaction Documents, that would constitute a Default or an Event of Default. (l) Administrative Agent shall have received such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including control agreement(s) with financial or securities intermediaries). (m) There shall have been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority against Borrower, General Partner or any Parent that could reasonably be expected to have a Material Adverse Effect (it being understood that the Pending Litigation shall not be deemed to cause the condition set forth in this clause (m) to fail to be satisfied). (n) Borrower’s rights under Article II of the Stockholders Agreement shall have been assigned to Collateral Agent, pursuant to documentation in form and substance satisfactory to Collateral Agent. (o) continuing. Each of the conditions set forth in Section 3.01 of the Other Loan Agreement to the obligation of the “Lenders” to make the “Loans” (each as defined in the Other Loan Agreement) on the Closing Date shall have been satisfied or waived. The Notice of Borrowing Advance Request shall be deemed to be constitute a representation and warranty by the Borrower that on the conditions Advance Date as to the matters specified in paragraphs (b) and (c) of this Section 3.01 have been satisfied on and as of the Closing Date4.2.