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

Conditions Precedent to the Closing Date. The obligation of the Lender to enter into the Loan Documents is subject to the satisfaction or the following conditions precedent: (a) The Lender shall have received, a written opinion of counsel for the Loan Parties in form and substance reasonably satisfactory to the Lender. (b) The Lender shall have received (i) a copy of the certificate of incorporation or formation, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and (ii) a certificate signed by an officer of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith on behalf of the Loan Parties. (c) The Lender shall have received a certificate, dated as of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (i) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuing. (d) The Loan Documents shall have been duly executed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against the Borrower on or prior to the Closing Date. (e) The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares). (f) The Lender shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement shall be in full force and effect.

Conditions Precedent to the Closing Date. The obligation This Agreement shall not become effective until the date on which each of the Lender to enter into the Loan Documents is subject to the satisfaction or the following conditions precedent:is satisfied (or waived in accordance with Section 11.02). (a) The Lender Administrative Agent (or its counsel) shall have received, received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written opinion of counsel for the Loan Parties in form and substance reasonably evidence satisfactory to the LenderAdministrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lender Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Closing Date (including, without limitation, all fees owing on the Closing Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Closing Date. (c) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each Loan Party, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Closing Date, (i) a copy of listing the certificate of incorporation or formation, as applicable, including all amendments thereto, charters of each Loan Party, certified as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to each Loan Party’s charter, as the case may be, on file in such office, and (ii) stating, in the case of a recent date by each Loan Party, that such Loan Party is authorized to transact business under the Secretary of State laws of the state jurisdiction of its organization, and place of formation. (i) The Administrative Agent shall have received a certificate as to the good standing or certificates of each of each Loan Party, signed on behalf of each Loan Party as of respectively, by a recent dateSecretary, from such an Assistant Secretary of State; and (ii) or a certificate signed by an officer of each Loan Party Responsible Officer thereof, dated as of the Closing Date and Date, certifying as to (A) that attached thereto is the absence of any amendments to the charter of such Loan Party, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and complete correct copy of the operating agreement or bylaws of each Loan Party Party, as the case may be, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate absence of incorporation any proceeding for the dissolution or formationliquidation of the Borrower or any Guarantor, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) abovecase may be, and (D) as the truth, in all material respects (except that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the incumbency and specimen signature text thereof), of each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith on behalf of the Loan Parties. (c) The Lender shall have received a certificate, dated as of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (i) the representations and warranties set forth in Article III Section 4.01(a) through (p), inclusive, (r), (s) and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect u), as though made on and as of such datethe Closing Date, except to and (E) the extent such representations and warranties expressly relate to an earlier dateabsence, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date the Closing Date, of any Default or Event of Default; and (ii) no Default or Event each of Default such certifications shall have occurred and be continuingtrue. (df) The Loan Documents Administrative Agent shall have been duly executed by received a certificate of the Borrower andSecretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each Loan Party, assuming such Loan as the case may be, authorized to sign, and signing, this Agreement and the other Credit Documents have been duly executed by the Lender, shall to be in full force and effect against the Borrower delivered hereunder on or prior to before the Closing Date. (eg) The Lender Administrative Agent shall have received the results from each of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties Parties, a favorable opinion, each substantially in the states (or form attached hereto as Exhibit B and as to such other jurisdictions) of incorporation or formation of matters as any Lender through the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence Administrative Agent may reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares)request. (fh) The Lender Administrative Agent and the Lenders shall have received, to the extent requested in writing at least ten (10) Business Days business days prior to the Closing Date, Date (or such later date approved by the Administrative Agent) all documentation and other information that is required by the Lender in order to comply with any regulatory authorities under the applicable “know your customer” or similar requirements under any applicable Laws relating to and anti-money-laundering rules and regulations, including, without limitation, the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement shall be in full force and effect.

Conditions Precedent to the Closing Date. The obligation occurrence of the Lender to enter into the Loan Documents Closing Date is subject to the satisfaction or of the following conditions precedent: (a) The Lender shall have receivedconditions, a written opinion each to the satisfaction of counsel for the Loan Parties Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the LenderAdministrative Agent’s and each Purchaser in its sole discretion: (a) The Administrative Agent shall have received each of the following: (i) An executed counterpart of this Agreement, the CACI Performance Undertaking and the Intercreditor Agreement. (bii) The Lender shall have received An executed Account Control Agreement with respect to each Seller Account relating to the Initial Sellers. (iiii) Certified copies of resolutions of CACI and each Initial Seller authorizing this Agreement and the other Purchase Documents and authorizing a copy person or persons to sign those documents including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement, the other Purchase Documents and any other documents to be executed or delivered by each Initial Seller pursuant hereto or thereto. (iv) Opinions of the certificate of incorporation or formation, as applicablecounsel to CACI and each Initial Seller, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, opinions with respect to due organization and a certificate as to the good standing of each Loan Party as such Person, due authorization, execution and delivery of a recent date, from such Secretary of State; this Agreement and (ii) a certificate signed by an officer of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the operating agreement other Purchase Documents entered into on or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to about the date hereof by such Person, validity and enforceability of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents this Agreement and the borrowings hereunderother Purchase Documents with respect to such Person, non-contravention of organizational documents, material agreements and law, no consents, creation of security interest and perfection of security interest (including perfection by control with respect to each Seller Account), and that such resolutions have not been modified, rescinded or amended other matters as the Administrative Agent and are in full force and effect on the Closing Date, Purchasers may reasonably request. (Cv) that the certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, and (D) as to the An officer incumbency and specimen signature of certificate for CACI and each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith on behalf of the Loan PartiesInitial Seller. (cvi) The Lender shall have received a certificate, dated as Organizational documents of the Closing Date CACI and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (i) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuing. (d) The Loan Documents shall have been duly executed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against the Borrower on or prior to the Closing Date. (e) The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed Initial Seller certified by the applicable Loan Parties governmental authority (it being agreed that the Issuer Control Agreementas applicable), dated and evidence of good standing (as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Sharesapplicable). (fvii) The Lender shall have received, Opinions of counsel to CACI and each Initial Seller with respect to true sale matters. (viii) Evidence of the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws existence of each Seller Account relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT ActInitial Sellers. (gix) The Merger Agreement shall be in full force and effectA certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account.

Conditions Precedent to the Closing Date. The obligation of the each Lender to enter into the Loan Documents under this Agreement is subject to the satisfaction or of each the following conditions precedent: (a) The each Original Lender shall have receivedreceived each of the following documents, a written opinion of counsel for each dated on or prior to the Loan Parties Closing Date, in each case, in form and substance reasonably satisfactory to the each Original Lender.: (b) The Lender shall have received (i) duly executed counterparts of (A) this Agreement, (B) the Fee and Ratio Letter, (C) the Security Agreement, (D) each Control Agreement to which an Original Lender is a copy of party, (E) each Issuer Agreement to which an Original Lender is a party and (F) the certificate of incorporation or formation, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and Guarantee Agreement; (ii) a certificate signed by an officer certificates of the Guarantor and each Loan Party Borrower, each dated as of the Closing Date and certifying executed by a Responsible Officer of such Person, which shall (A) that attached thereto is a true and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of certify the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly such Person’s Board of Directors authorizing the execution, delivery and performance of the Margin Loan Documentation to which such Person is a party, (B) identify by name and title and bear the signatures of the Responsible Officers and any other officers of such Person authorized to sign the Margin Loan Documentation to which such Person is a party and (C) contain appropriate attachments, including the Organization Documents of such Person (including the certificate of formation of such Person certified by the relevant authority of the jurisdiction of organization of such Person) and a long-form good standing certificate for such Person from its jurisdiction of organization; (iii) solvency certificates with respect to the Borrowers, taken as a whole, and Guarantor from a Responsible Officer thereof. (iv) a favorable opinion of counsel to each Borrower addressed to each Original Lender and Administrative Agent; (v) the results of a recent lien and judgment search in each of the jurisdictions where assets of Borrowers are located, and such search shall reveal no liens or judgments on any of the assets of Borrowers except for Permitted Liens; (vi) any form requested by any Original Lender necessary to comply with Regulation T, Regulation U, or Regulation X, or any other provisions of the regulations of the FRB, including Form U-1; (vii) proper financing statement(s) (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interest purported to be created by the Security Agreement; (viii) evidence that the Collateral Accounts have been established by Borrowers, the Collateral Accounts are standing with and subject to a pledge in favor of the Applicable Lenders and the borrowings hereundersecurity entitlements in respect of the Shares constituting Initial Collateral Shares have been credited, transferred or delivered to the Collateral Accounts on a Pro Rata Basis free from all Transfer Restrictions (other than Existing Transfer Restrictions), and that constituting Acceptable Collateral by book entry transfer through DTC as depositary; (ix) if a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such resolutions have not been modifiedBorrower; (x) an instruction letter by a Responsible Officer of each Borrower, rescinded which shall identify the standard settlement instructions and the relevant account(s) to which any applicable payments, deliveries or amended transfers shall be made pursuant to the Margin Loan Documentation; and (xi) such other certificates or documents as any Original Lender reasonably may require; (b) all fees and are in full force other amounts due and effect payable on or prior to the Closing Date, (C) that including reimbursement or payment of all reasonable out-of-pocket expenses required to be paid under the certificate of incorporation or formationMargin Loan Documentation, as applicable of each Loan Party has not been amended since including the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, Upfront Fee and (D) as counsel fees invoiced prior to the incumbency and specimen signature of each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith on behalf of the Loan Parties.Closing Date, shall have been paid; (c) The Lender shall have received a certificate, dated as each of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (i) the representations and warranties set forth contained in Article III and 3 or in each any other Margin Loan Document are Documentation shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date hereof, the Closing Date, the First Increase Effective Date, the Second Increase Effective Date, the Third Amendment Effective Date, the Fourth Amendment Effective Date, the Fifth Amendment Effective Date with and the same effect as though made on and as of such dateSixth Amendment Effective Date, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuing.date; (d) The Loan Documents the Collateral Requirement shall have been duly executed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be satisfied in full force and effect against the Borrower on or prior to the Closing Date.all respects; (e) The all applicable “know your customer” and other account opening documentation required by applicable “know your customer” and anti-money laundering rules and regulations, including the information described in Section 9.15, shall have been provided by Borrowers, and each Original Lender shall have received the results of a search of the Uniform Commercial Code filings completed all applicable “know your customer” procedures; and (or equivalent filingsf) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender Administrative Agent shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on from each Borrower a certificate from a Responsible Officer of such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control AgreementBorrower, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares). (f) The Lender shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation which shall contain representations that the conditions set forth in Section 4.01(c) and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act(d) have been satisfied. (g) The Merger Agreement shall be in full force and effect.

Conditions Precedent to the Closing Date. The obligation of the Lender Agent to enter into execute and deliver the Loan Documents is and make the Commitments contemplated thereby are subject to the fulfillment, to the satisfaction or of Agent, of each of the following conditions precedent: (a) The Lender shall have received, a written opinion of counsel for the Loan Parties in form and substance reasonably satisfactory to the Lender. (b) The Lender shall have received (i) a copy of the certificate of incorporation or formation, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and [Reserved.] (ii) a certificate signed by an officer of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith on behalf of the Loan Parties. (c) The Lender Agent shall have received a certificateFiling Authorization Letter, dated as of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (i) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuing. (d) The Loan Documents shall have been duly executed by Borrower, Originator and Parent, together with appropriate financing statements duly filed in such office or offices as may be necessary or, in the Borrower andopinion of Agent, assuming such Loan Documents have been duly executed by desirable to perfect the Lender, shall be Agent’s Liens in full force and effect against the Borrower on or prior to the Closing Date.Collateral; (eiii) The Lender Agent shall have received the results of a search each of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar following documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender Agent, duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreementexecuted, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares). (f) The Lender shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement each such document shall be in full force and effect: (A) this Agreement; (B) the Foothill Fee Letter; (C) the Purchase and Contribution Agreement; (D) the Collection Account Control Agreement, the Designated Account Control Agreement, the Security Deposit Holding Account Control Agreement and Joinder to the Intercreditor Agreement in favor of Borrower and Agent along with a full and complete copies of the Intercreditor Agreement, including all other joinders currently in effect, and the Lockbox Control Agreement; (E) the Servicing Agreement; (F) the Backup Servicing Agreement; (G) the Custodian Agreement; (H) the U.S. Bank Fee Letter; and (I) the Vehicle Lienholder Nominee Agreement. (iv) Agent shall have received a certificate from the Secretary of each of Originator, Servicer, Parent and Borrower (A) attesting to the resolutions of such Person’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, (B) authorizing specific Authorized Persons for such Person to execute the same, and (C) attesting to the incumbency and signatures of such specific Authorized Person; (v) Agent shall have received copies of each of Originator, Servicer, Parent and Borrower’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Person; (vi) Agent shall have received a certificate of status with respect to each of Originator, Servicer, Parent and Borrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such is in good standing in such jurisdiction; (vii) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to Agent; (viii) Agent shall have received the final audited financial statements of Resource America, Inc. and Servicer for the fiscal year ended September 30, 2008, with results acceptable to Agent; (ix) Agent shall have received certified copies of the Approved Forms and the Required Procedures, all in form and substance satisfactory to Agent; (x) Agent shall have received a certificate from an Authorized Person of each of Originator, Servicer, Parent and Borrower to the effect that (i) each has timely filed all tax returns required to be filed by it and paid all taxes shown to be due thereon (or has been included in timely filed consolidated returns for which the consolidated group has paid all taxes due) and (ii) Originator and its Subsidiaries, Servicer and its Subsidiaries, Parent and its Subsidiaries and Borrower have each paid all other taxes due on or with respect to their respective properties, assets, income, and franchises (including real property taxes, sales taxes, and payroll taxes) prior to delinquency, except in each case such taxes that are the subject of a Permitted Protest; (xi) Agent shall have completed its business, legal, and collateral due diligence, including but not limited to the receipt of final reports on the results of (A) the forensic audit, (B) the collateral audit and (C) the incremental collateral audit, each with results reasonably acceptable to Agent; (xii) Agent shall have completed background and reference checks, including but not limited to, Patriot Act screening, of the Executive Officers with results that are satisfactory to Agent in its sole discretion; (xiii) Agent shall have completed Patriot Act and OFAC checks on Borrower, Parent, Servicer, Originator and Resource America, Inc. with results that are satisfactory to Agent in its sole discretion; (xiv) Borrower shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement and invoiced on or before the Closing Date and the first installment of the Initial Closing Fee (as such term is defined in the Foothill Fee Letter) which has been fully earned as of the Closing Date; (xv) Agent shall have received evidence satisfactory to Agent that each of Originator, Servicer, Parent and Borrower holds currently effective licenses authorizing them to make, service, acquire or hold loans and leases (as applicable) and to conduct its business as contemplated by the Loan Documents in any jurisdiction where such licensing is required; (xvi) Originator, Servicer, Parent and Borrower shall have received all licenses, waivers, approvals, evidence of other actions or consents required by any Governmental Authority or any other Person in connection with the execution and delivery such Person of the Loan Documents or with the consummation of the transactions contemplated thereby (other than permits or licenses to be obtained in connection with the conduct of a financing or leasing business); (xvii) [Reserved.]; (xviii) Agent shall have received acceptable evidence that Parent shall have received capital contributions of not less than $20,000,000 and that it has a Tangible Net Worth at least equal to such amount; (xix) Agent shall have received acceptable evidence that the Servicer Group has a Tangible Net Worth of not less than $35,000,000; (xx) Agent shall have received opinions from counsel to Borrower and its Affiliates addressing (A) authorization and enforceability of the Loan Documents and other corporate matters, (B) security interest and Uniform Commercial Code matters, (C) true sale matters, and (D) substantive consolidation matters, all in form and substance satisfactory to Agent; (xxi) Agent shall have received each of Servicer Group’s and Parent’s (inclusive of Borrower) proposed Closing Date Business Plans, together with such supplements and updates through the Closing Date as Agent may require, which such Closing Date Business Plan and each supplement and update shall be in form and substance acceptable to Agent in its sole election; (xxii) evidence of the approval of the Confirmation of Release by National City Bank; and (xxiii) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed or recorded and shall be in form and substance satisfactory to Agent.

Conditions Precedent to the Closing Date. The obligation occurrence of the Lender to enter into the Loan Documents Closing Date is subject to the satisfaction or of the following conditions precedentconditions, each to the satisfaction of the Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance satisfactory to the Purchaser in its sole discretion: (a) The Lender Purchaser shall have received, a written opinion received each of counsel for the Loan Parties in form and substance reasonably satisfactory to the Lenderfollowing: (i) An executed counterpart of this Agreement. (b) The Lender shall have received (i) a copy of the certificate of incorporation or formation, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and (ii) a certificate signed by an officer Certified copies of each Loan Party dated as resolutions of the Closing Date and certifying (A) that attached thereto is the Seller authorizing this Agreement and the other Purchase Documents and authorizing a true person or persons to sign those documents including any subsequent notices and complete copy of acknowledgements to be executed or delivered pursuant to this Agreement, the operating agreement other Purchase Documents and any other documents to be executed or bylaws of each Loan Party as in effect on delivered by the Closing Date Seller pursuant hereto or thereto, and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is the Guarantor authorizing this Agreement and authorizing a true person or persons to sign this Agreement including any subsequent notices and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded acknowledgements to be executed or amended and are in full force and effect on the Closing Date, (C) that the certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished delivered pursuant to clause this Agreement and any other documents to be executed or delivered by the Guarantor pursuant hereto. (iiii) above, and (D) as to the An officer incumbency and specimen signature of each officer of certificate for the Loan Parties executing any Loan Document or any other document delivered in connection herewith on behalf of Seller and the Loan PartiesGuarantor. (civ) The Lender shall have received a certificate, dated as Organizational documents of the Closing Date Seller and signed the Guarantor certified by an officer the applicable governmental authority (as applicable), and evidence of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: good standing (i) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuingapplicable). (dv) The Loan Documents Lien search reports as the Purchaser shall have been duly executed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against the Borrower on or prior to the Closing Date. (e) The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made deem advisable with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such searchSeller, and accompanied by evidence reasonably satisfactory to releases of any Adverse Claim on the Lender that the Liens indicated in any such financing statement (or similar document) Receivables that are not Permitted Liens have been or will be contemporaneously released Purchased Receivables shown in such reports. (vi) Acknowledgement copies or terminated. The Lender shall have received other evidence of filing of such UCC financing statements or other filings as are required hereunder. (Avii) (i) evidence that the Collateral Accounts identified on Schedule I Opinions of counsel to the Pledge Agreement exist Seller and have credited to themthe Guarantor, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified including opinions with respect thereto on such Schedule to due organization and (ii) Control Agreement(s) duly executed good standing of the Seller and the Guarantor, due authorization, execution and delivery of this Agreement by all parties thereto other than the Lender Seller and the Guarantor, validity and enforceability of this Agreement with respect to the Collateral Accounts described in clause (i) Seller and (B) a control agreement that provides the Lender with “control” (within the meaning Guarantor, non-contravention of Articles 8 organizational documents, agreements and 9 law, no consents, creation and perfection of the UCC) of the TRIP B Shares (security interests, true sale and such other matters as defined in the Pledge Agreement), in form and substance Purchaser may reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares)request. (f) The Lender shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement shall be in full force and effect.

Conditions Precedent to the Closing Date. The obligation effectiveness of this Agreement and the occurrence of the Lender to enter into the Loan Documents Closing Date is subject to the satisfaction or the following conditions precedent: (a) The Lender a Rule 2.5 announcement concerning the Transaction shall have receivedoccurred; (b) this Agreement shall be executed and delivered by each of the parties hereto; (c) the Warrant, a written opinion the Debenture and the Share Charge shall each be executed and delivered by each of counsel for the Loan Parties parties party thereto; (d) the Priorities Agreement shall be entered into by each of the parties party thereto in form and substance reasonably satisfactory to the Lender.Gurnet; (be) The Lender Gurnet (or its counsel) shall have received certified copies of (i) a copy the constitutional documents of each of the certificate of incorporation or formation, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by Borrower and the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of StateGuarantor; and (ii) a certificate signed by an officer resolutions of the board of directors of each Loan Party dated as of the Closing Date Borrower and certifying (A) that attached thereto is a true the Guarantor approving and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the such Person’s execution, delivery and performance of the Loan Finance Documents to which it is party and the borrowings hereundertransactions contemplated thereby; (iii) signature and incumbency certificates of the officers and/or managers of each of the Borrower and the Guarantor executing any of the Finance Documents, each of which such Person hereby certifies to be true and complete, and that such resolutions have not been modified, rescinded or amended and are in full force and effect without modification, it being understood that Gurnet may conclusively rely on each such document and certificate until formally advised by the Borrower or the Guarantor, as applicable, of any changes therein; and (iv) companies registration office, judgment and winding up petitions searches against each of the Borrower and the Guarantor; (f) a certificate from the Guarantor confirming that the provisions of Section 239 of the Act do not prohibit the execution by the Guarantor of any of the Finance Documents which it is intended that the Guarantor will execute by reason of the fact that that the Guarantor and the Borrower are members of a Group consisting of a Holding Company and its Subsidiaries for the purpose of Section 243(2) of the Act; (g) a legal opinion of [●], legal adviser to the Borrower, addressed to Gurnet in form and substance satisfactory to Gurnet, on the legality, validity and enforceability of this Agreement and the Security Documents and the valid existence of the Borrower and the Guarantor and the authority and capacity of the Borrower and the Guarantor to enter into the Finance Documents and on the due execution and choice of law of the Finance Documents; (h) a Form C1 in respect of the Debenture shall have been delivered to Gurnet; (i) a copy of all notices required to be sent under the Security Documents shall have been delivered prior to the Closing Date, (C) that the certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith on behalf of the Loan Parties.; (cj) The Lender shall have received a certificate, dated as of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth Guarantor and EIB shall have entered into the EIB Amendment and Consent in this Section 4.2 form and confirming that: substance satisfactory to Gurnet; and (k) the Borrower shall certify that (i) the representations and warranties set forth in Article III this Agreement shall be true, accurate, and in each other Loan Document are true and correct complete in all material respects (on the Closing Date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuingcontinuing or result from the entering into of this Agreement. (d) The Loan Documents shall have been duly executed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against the Borrower on or prior to the Closing Date. (e) The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares). (f) The Lender shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement shall be in full force and effect.

Conditions Precedent to the Closing Date. The obligation effectiveness of the Lender to enter into the Loan Documents this Agreement is subject to the satisfaction or the following conditions precedent: precedent having been complied with to the satisfaction of or waived in writing by the Participants on or before the Closing Date (a) The Lender shall have receivedeach document, a written instrument, certificate, opinion of counsel for the Loan Parties or other paper referred to below to be in form and substance reasonably satisfactory to the LenderParticipants and, unless otherwise specified, to be dated the Closing Date): (a) The following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than the Finance Parties), and an executed copy of each (other than with respect to the Finance Parties) shall have been delivered to each Participant and the Security Trustee: (i) this Agreement; (ii) the Security Agreement; (iii) the Fee Letter; (iv) the Borrower Parent Pledge Agreements; (v) the Indemnity Agreement; and (vi) the Swap Master Agreements. (b) The Lender Each Participant and the Security Trustee shall have received the following: (i) a copy of the certificate of incorporation or formation, as applicable, including all amendments thereto, organizational documents of each Loan PartyBorrower and the Borrower Parent, certified as by an authorized representative of such Person, a recent date by the Secretary of State of the state of its organizationgood standing certificate (if applicable), and a certificate as to the good standing other evidence authorizing execution, delivery and performance by such Person of each Loan Party as of Operative Document to which such Person is or will be a recent date, from such Secretary of State; and party; (ii) a certificate signed by an officer of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date organizational documents of the resolutions described in clause (B) belowSecurity Trustee, (B) that attached thereto is certified by a true Secretary or an Assistant Secretary of the Security Trustee, and complete copy of resolutions duly other evidence authorizing the execution, delivery and performance by the Security Trustee of this Agreement and each other Operative Document to which the Loan Documents Security Trustee is or will be a party; (iii) an incumbency certificate of each Borrower and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, and (D) Borrower Parent as to the incumbency person or persons authorized to execute and deliver Loan Operative Documents to which it is a party and the specimen signature of each officer such person or persons; (iv) an incumbency certificate of or in respect of the Loan Parties executing any Loan Document or any other document delivered in connection herewith Persons authorized to execute documents on behalf of the Loan PartiesSecurity Trustee and the specimen signature of such persons; (v) copies of all documents delivered by the Borrower Parent under the Borrower Parent Pledge Agreements; (vi) all documentation and other information (including originals if required under regulation or policy) required by regulatory authorities under 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)), that has been requested not less than five Business Days prior to the Closing Date; and (vii) such other documents and evidence with respect to each Borrower, the Borrower Parent and the Security Trustee as any Participant or its counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement and the other Operative Documents, the taking of all corporate proceedings in connection therewith, compliance with the conditions herein or therein set forth and compliance with any money laundering informational requirements the Participants may have. (c) The Lender All approvals and authorizations of any trustee or holder of the indebtedness or obligation of each Borrower, the Borrower Parent or any of their Affiliates which are required in connection with any of the transactions contemplated by this Agreement shall have received a certificatebeen duly obtained, dated as of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (i) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default evidence thereof shall have occurred been delivered to each Participant and be continuingthe Security Trustee. (d) The Loan Documents On the Closing Date, the Security Trustee and the Participants shall have been duly executed received evidence reasonably satisfactory to it that all of the Borrower Parent Pledged Collateral is held by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force Parent free and effect against clear of all Liens other than the Borrower on or prior to the Closing DateParent Pledge Agreements. (e) The Lender Uniform Commercial Code financing statements covering all the Liens created by or pursuant to the Borrower Parent Pledge Agreements and the Security Agreement shall have been authorized by the Borrower Parent and the Borrowers, as applicable, and such financing statements or other statements or documents for the same purpose shall have been authorized to be filed in all places which the Security Trustee or its special counsel shall deem necessary or advisable. (f) The Security Trustee and the Participants shall have received an opinion addressed to the results of a search Security Trustee, the Agent and the Participants as of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties Effective Date, from, in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), case in form and substance reasonably satisfactory to such Participants: (i) C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, General Counsel to the Lender duly executed Borrower Parent, with respect to the Borrower Parent; (ii) W▇▇▇▇▇▇ B▇▇▇▇▇▇ LLP, special New York and Delaware counsel to the Borrower Parties; and (iii) V▇▇▇▇▇ Price LLP, special English counsel to the Agent; in each case covering such additional matters as the Security Trustee or any Participant may reasonably request, including, in respect of clauses (ii) and (iii) above, as to the enforceability of each Swap Master Agreement under the laws of the State of New York and the due execution of each Swap Master Agreement by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares). (f) The Lender shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Actrelevant Borrower. (g) The Merger Borrowers shall have paid the fees due on the Closing Date pursuant to the Fee Letter and to Section 2.7(b). (h) Each Participant shall have received its internal credit approvals to execute and deliver this Agreement shall be in full force and effectthe other Operative Documents to which such Participant is party, and to consummate the transactions contemplated hereby and thereby.

Conditions Precedent to the Closing Date. The Lessor shall have no obligation to acquire any Item of the Lender to enter into the Loan Documents is Equipment and subject it to the satisfaction or Lease Agreement unless on the Closing Date each of the following conditions precedentare fulfilled: (ai) The Lender Lessor shall have receivedreceived this Agreement, a written opinion of counsel for the Lease Agreement, the Assembly Agency Agreement, the Loan Parties Agreement and the Trust Agreement, and the Administrative Agent shall have received the Administrative Agent Fee Letter, in each case duly authorized, executed and delivered by each other party thereto. (ii) Lessor shall have received from Lessee, in form and substance reasonably satisfactory to Lessor, resolutions of the Lender. (b) The Lender shall have received (i) a copy boards of directors of Lessee or other written evidence of appropriate corporate action, and the certificate of incorporation or formationand by-laws, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and (ii) a certificate signed by an officer of each Loan Party dated as of the Closing Date by the secretary of Lessee, duly authorizing the execution, delivery and certifying (A) that attached thereto performance of this Agreement, the Lease Agreement, the Assembly Agency Agreement and each other document to be delivered in connection therewith to which it is a true party, together with an incumbency certificate as to the person or persons authorized to execute and complete copy deliver such documents on behalf of Lessee. (iii) Lessor shall have received from Guarantor, in form and substance satisfactory to Lessor, resolutions of the operating agreement boards of directors of Guarantor or bylaws other written evidence of appropriate corporate action, and the certificate of incorporation and by-laws, each Loan Party certified by the secretary of Guarantor as in effect on of the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents Participation Agreement and the borrowings hereundereach other document to be delivered in connection therewith to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the together with an incumbency certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency person or persons authorized to execute and specimen signature of each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith deliver such documents on behalf of the Loan PartiesGuarantor. (civ) The Lender Lessor shall have received written opinions of Schu▇▇▇ ▇▇▇h & ▇abe▇ LLP, counsel to Lessee and Guarantor, dated the Closing Date and addressed to Lessor, each Lender, each Certificate Holder, the Administrative Agent and the Collateral Agent in form attached hereto as Exhibit E-1. (v) Lessor shall have received a certificatewritten opinion of Vale▇▇▇ ▇▇▇ner, Esq., in-house counsel to Lessee and Guarantor, dated the Closing Date and addressed to Lessor, each Lender, each Certificate Holder, the Administrative Agent and the Collateral Agent in form attached hereto as Exhibit E-2. (vi) Lessee shall have delivered good standing certificates dated within five (5) days of the Closing Date from the state in which the Lessee is incorporated and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: Guarantor shall have delivered a good standing certificate dated within five (i5) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as days of the Closing Date with from the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, state in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty Guarantor is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuingincorporated. (dvii) The Loan Documents Administrative Agent and Lessor shall have been duly executed received an Appraisal for all equipment sold by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against the Borrower Lessee to Lessor on or prior to the Closing Date. (eviii) The Lender Administrative Agent shall have received the results of a search of administrative fee due on the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties Closing Date described in Section 11.9 and all other fees set forth in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares)[Commitment Letter]. (f) The Lender shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement shall be in full force and effect.

Conditions Precedent to the Closing Date. The obligation effectiveness of this Agreement and the obligations of the Lender hereunder are subject to enter into and conditional upon the Loan Documents is subject following conditions precedent being fulfilled to the satisfaction or of the following Lender, which conditions precedentprecedent are for the sole and exclusive benefit of the Lender: 3.1.1 this Agreement and each of the other Transaction Documents, (a) The Lender other than the Blocked Account Agreements, Deed of Hypothec, the Securityholder Agreement, the Warrant Agreement, the IQ Warrant Agreement, the certificates representing the Warrants and the Funding Direct Agreements), including all notices, share certificates, stock transfer forms and other ancillary documents required to be delivered pursuant to the Security Documents, will have been executed and delivered by all parties thereto on or prior to the Closing Date and each shall have received, a written opinion of counsel for the Loan Parties be in form and substance reasonably satisfactory to the Lender.; (b) The 3.1.2 the Lender shall have received (i) a copy certified copies of the certificate of incorporation or formation, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State Organizational Documents of the state of its organizationObligors and Telesat Parent, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and (ii) a certificate signed by an officer of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of each Obligor’s and Telesat Parent’s obligations under the Loan Documents to which it is a party and the borrowings hereundertransactions contemplated herein, and that such resolutions certificates as to the incumbency of the officers of each Obligor and Telesat Parent; 3.1.3 the Lender shall have received certified copies of all agreements which restrict or limit the powers of any Obligor or its directors or officers not been modifiedotherwise delivered under Subsection 3.1.2 of this Agreement; 3.1.4 the Lender shall have received certificates of status, rescinded compliance or amended good standing (or the local law equivalent), as applicable, of each Obligor and are Telesat Parent; 3.1.5 the Lender shall have received certified copies of all consents, authorizations, approvals or permissions (each of which shall be in full force and effect on effect) of any Governmental Authorities or other third parties (including in connection with the IQ Investment Agreements) required for the execution, delivery and performance of each Obligor’s and Telesat Parent’s obligations under the Transaction Documents to which it is a party and the transactions contemplated therein as of the Closing Date, (C) that ; 3.1.6 the certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith on behalf of the Loan Parties. (c) The Lender shall have received a certificate, currently dated as of the Closing Date and signed by an officer Officer’s Certificate of the Borrower, confirming compliance with : 3.1.6.1 certifying the conditions precedent set forth organizational chart of the Telesat Group; 3.1.6.2 attaching certified copies of the Permits listed in this Section 4.2 and confirming that: Schedule 6.1.17 attached hereto (i) as at the Closing Date); 3.1.6.3 attaching certified executed copies of the Material Project Contracts listed in Schedule 6.1.16 attached hereto (as at the Closing Date); 3.1.6.4 certifying that all of the representations and warranties set forth in Article III contained herein and all of the representations and warranties contained in each other Loan Document are true and correct in all material respects (it being understood and in all respects if agreed that any such representation or warranty that is already qualified by as to “materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they ,” “Material Adverse Effect” or similar language shall be true and correct in all material respects respects); 3.1.6.5 certifying that no (and in all respects if any such representation A) Default or warranty is already qualified by materialityEvent of Default, (B) “Default” or “Event of Default” (or similar terms) as of such earlier date defined in any Transaction Document, and (iiC) no “Default” or “Event of Default” (or similar terms) as defined in any Core Material Project Contract, in each case, shall have occurred and be continuing on the Closing Date, nor shall any Default or Event of Default shall have occurred and be continuing. under any of the agreements referred to in clause (dA) The Loan Documents shall have been duly executed by through (C) arise as a result of the Borrower and, assuming such Loan Documents have been duly executed by Closing or the Lender, shall be in full force and effect against the Borrower initial Advance made on or prior to the Closing Date. (e) The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties ; and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares). (f) The Lender shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement shall be in full force and effect.

Conditions Precedent to the Closing Date. The This Agreement shall become effective on and as of the first date (the "Closing Date") on which the following conditions precedent have been satisfied (and the obligation of the each Lender to enter into make the Loan Documents Advances hereunder is subject to the satisfaction of such conditions precedent before or concurrently with the following conditions precedent:Closing Date): (a) The Lender shall have received, a written opinion of counsel for the Loan Parties in form Administrative Agent and substance reasonably satisfactory to the Lender. (b) The Lender FFH shall have received (i) a copy of the certificate of incorporation on or formation, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and (ii) a certificate signed by an officer of each Loan Party dated as of before the Closing Date and certifying the following, each dated such day (A) that attached thereto is a true and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith on behalf of the Loan Parties. (c) The Lender shall have received a certificate, dated as of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (i) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuing. (d) The Loan Documents shall have been duly executed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against the Borrower on or prior to the Closing Date. (e) The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreementunless otherwise specified), in form and substance reasonably satisfactory to FFH (unless otherwise specified) and in sufficient copies for each Lender: (i) Duly executed counterparts of this Agreement from each Credit Party. (ii) The Notes payable to the Lender duly executed order of the Lenders to the extent requested in accordance with Section 2.09. (iii) Certified copies of the resolutions of the boards of directors or shareholder(s) of each of the Borrowers and each Primary Guarantor approving the execution and delivery of this Agreement and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to the Reorganization Plan, this Agreement and each other Loan Document. (iv) A copy of the charter or other constitutive document of each Borrower and each Primary Guarantor and each amendment thereto, certified (as of a date reasonably acceptable to FFH) by the applicable Loan Parties Secretary of State of the jurisdiction (it or other Governmental Authority, as applicable) of its incorporation or organization, as the case may be, thereof as being agreed that the Issuer Control Agreementa true and correct copy thereof. (v) A certificate of each Borrower and each Primary Guarantor signed on behalf of such Credit Party by a Responsible Officer or its secretary, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the accuracy and completeness of the charter (or other applicable formation document) of such Credit Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Credit Party as in effect on the date hereofon which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in Section 3.01(a)(iv) were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending for the dissolution, is satisfactory liquidation or other termination of the existence of such Credit Party; and (D) the absence of any event occurring and continuing, or resulting from the Advance or the application of proceeds, if any, therefrom, that would constitute a Default. (vi) A certificate of the Secretary or an Assistant Secretary or other appropriate officer or manager of each Borrower and each Primary Guarantor certifying the names and true signatures of the officers of such Credit Party authorized to sign this Agreement and the other documents to be delivered hereunder. (vii) The Administrative Agent and FFH shall have received (A) a weekly cash bankruptcy budget for the 13-week period from the commencement of the Cases, prepared by the Credit Parties and in form and substance acceptable to the Lender FFH in its sole discretion (the "Interim DIP Budget") and (B) draft 2008 audited consolidated financial statements of Parent and its Subsidiaries. (viii) A Notice of Borrowing for purpose the Borrowing to be made on the Closing Date. (b) The Administrative Agent and the Lenders shall have received (i) satisfactory evidence of giving the Lender “control” over entry of an order of the TRIP B SharesU.S. Bankruptcy Court substantially in the form of Exhibit C (the "Interim Order") approving, among other things, the Loan Documents, granting the Superpriority Claim status and other Liens described in Section 4.01(m), providing for an intercreditor arrangement with the secured parties under the Existing Facilities and including granting of the adequate protection described therein and (ii) satisfactory evidence of the issuance of the Initial CCAA Order substantially in the form of Exhibit D. (c) The Credit Parties shall be in compliance with the orders described in clause (b) above, which shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed without the prior written consent of the Required Lenders (which consent shall not be unreasonably withheld). (d) All of the "first day orders" (including the Interim Order and the Initial CCAA Order) entered by the Bankruptcy Courts at the time of the commencement of the Cases, related orders, and motions and other documents to be filed with and submitted to the U.S. Bankruptcy Court in connection with this Agreement shall be reasonably satisfactory in form and substance to FFH. (e) No examiner with increased powers to operate the Credit Parties' material businesses or trustee, receiver, interim receiver or receiver and manager shall have been appointed with respect to any or all of the Credit Parties or their respective properties. (f) The Lender Borrowers shall have received, paid all fees of the Administrative Agent and the Lenders and all expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses of counsel to the extent requested in writing at least ten (10Administrative Agent and each Initial Lender) Business Days due and payable on or prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement shall be in full force and effect.

Conditions Precedent to the Closing Date. The Lessor shall have no obligation to acquire any Item of the Lender to enter into the Loan Documents is Equipment and subject it to the satisfaction or Lease Agreement unless on the Closing Date each of the following conditions precedentare fulfilled: (ai) The Lender Lessor shall have receivedreceived this Agreement, a written opinion of counsel for the Lease Agreement, the Assembly Agency Agreement, the Loan Parties Agreement and the Trust Agreement, in each case duly authorized, executed and delivered by each other party thereto. (ii) Lessor shall have received from Lessee, in form and substance reasonably satisfactory to Lessor, resolutions of the Lender. (b) The Lender shall have received (i) a copy boards of directors of Lessee or other written evidence of appropriate corporate action, and the certificate of incorporation or formationand by-laws, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and (ii) a certificate signed by an officer of each Loan Party dated as of the Closing Date by the secretary of Lessee, duly authorizing the execution, delivery and certifying (A) that attached thereto performance of this Agreement, the Lease Agreement, the Assembly Agency Agreement and each other document to be delivered in connection therewith to which it is a true party, together with an incumbency certificate as to the person or persons authorized to execute and complete copy deliver such documents on behalf of Lessee. (iii) Lessor shall have received from Guarantor, in form and substance satisfactory to Lessor, resolutions of the operating agreement boards of directors of Guarantor or bylaws other written evidence of appropriate corporate action, and the certificate of incorporation and by-laws, each Loan Party certified by the secretary of Guarantor as in effect on of the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowDate, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents Participation Agreement and the borrowings hereundereach other document to be delivered in connection therewith to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the together with an incumbency certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency person or persons authorized to execute and specimen signature of each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith deliver such documents on behalf of the Loan PartiesGuarantor. (civ) The Lender Lessor shall have received written opinions of Schu▇▇▇ ▇▇▇h & Zabe▇ ▇▇▇, counsel to Lessee and Guarantor, dated the Closing Date and addressed to Lessor, each Lender, each Certificate Holder, the Administrative Agent and the Collateral Agent in form attached hereto as Exhibit E-1. (v) Lessor shall have received a certificatewritten opinion of Vale▇▇▇ ▇▇▇ner, Esq., in-house counsel to Lessee and Guarantor, dated the Closing Date and addressed to Lessor, each Lender, each Certificate Holder, the Administrative Agent and the Collateral Agent in form attached hereto as Exhibit E-2. (vi) Lessee shall have delivered good standing certificates dated within five (5) days of the Closing Date from the state in which the Lessee is incorporated and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: Guarantor shall have delivered a good standing certificate dated within five (i5) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as days of the Closing Date with from the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, state in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty Guarantor is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuingincorporated. (dvii) The Loan Documents Administrative Agent and Lessor shall have been duly executed received an Appraisal for all Equipment sold by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against the Borrower Lessee to Lessor on or prior to the Closing Date. (eviii) The Lender Administrative Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties administrative fee and all other fees as set forth in the states (or other jurisdictions) of incorporation or formation of letter agreement dated May 22, 2000 between the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, Administrative Agent and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares)Lessee. (f) The Lender shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement shall be in full force and effect.

Conditions Precedent to the Closing Date. The obligation obligations of the Lender Lenders to enter into make Loans hereunder and the Loan Documents is subject obligations of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the satisfaction or date on which each of the following conditions precedentis satisfied or waived in accordance with Section 9.02: (a) The Lender shall have received, a written opinion of counsel for the Loan Parties in form and substance reasonably satisfactory to the Lender. (b) The Lender Administrative Agent shall have received the following, each dated as of the Closing Date: (i) this Agreement executed by each party hereto; (ii) the Guaranty executed by each party thereto; (iii) a copy certificate of an officer and of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or formationother appropriate organizational document, as applicable, including all amendments theretoamended and in effect, of each Loan Partysuch Person, certified the bylaws or similar organizational document, as amended and in effect, of a recent date such Person and the resolutions adopted by the Secretary Board of State Directors or similar governing body of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and Person (ii1) a certificate signed by an officer of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party, (2) approving the Loan Documents and the borrowings hereunder, and that to which such resolutions have not been modified, rescinded Person is or amended and are in full force and effect on the Closing Date, (C) that the certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, will be a party and (D3) as authorizing officers of such Person to execute and deliver the Loan Documents to which such Person is or will be a party and any related documents and (B) the incumbency and specimen signature of each officer signatures of the Loan Parties officers of such Person executing any Loan Document or documents on its behalf; provided, that there shall be no requirement to deliver such certificates for any other document delivered in connection herewith on behalf Guarantor that is not a Material Subsidiary; (iv) a certificate of a Responsible Officer of the Loan PartiesBorrower certifying as to the satisfaction of the conditions in Sections 3.01(c) and (e); and (v) signed opinions addressed to the Administrative Agent and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent; provided, that there shall be no requirement to deliver opinions of legal counsel for any Guarantor that is not a Material Subsidiary. (b) The Administrative Agent shall have received a certificate of appropriate officials as to the existence and good standing of the Borrower and each Guarantor. (c) The Lender There shall have received a certificate, dated as of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (i) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall not have occurred and any change, effect, event or occurrence since December 31, 2017 that, individually or in the aggregate, has had, or would reasonably be continuingexpected to have, a Material Adverse Effect. (d) The Loan Documents Administrative Agent shall have received evidence that the Existing Credit Agreement has been, or substantially concurrently with the Closing Date will be, terminated and the obligations outstanding thereunder repaid in full pursuant to customary payoff documentation, including evidence of the release of Liens, if any, granted in connection therewith. 61 Revolving Credit Facility (e) The conditions precedent set forth in Sections 3.02(b) and (d) shall have theretofore been duly executed satisfied or waived in accordance with Section 9.02. (i) The Administrative Agent shall have received (for distribution to the Lenders so requesting) at least three business days prior to the Closing Date all documentation and other information about the Borrower and Guarantors as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against Administrative Agent to the Borrower on or in writing at least 10 days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date. (e) The , any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed execution and delivery by such search, and accompanied by evidence reasonably satisfactory Lender of its signature page to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectivelythis Agreement, the TRIP Common Shares (as defined condition set forth in the Pledge Agreement) identified with respect thereto on such Schedule and this clause (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect shall be deemed to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Sharesbe satisfied). (fg) The Lender shall have receivedAll fees required to be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and all reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent requested in writing invoiced at least ten (10) two Business Days prior to the Closing DateDate shall have been paid. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.02), all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement such notice shall be in full force conclusive and effectbinding.

Conditions Precedent to the Closing Date. The obligation occurrence of the Closing Date, the effectiveness of this Agreement and the making of the Term Loan by the Lender are subject to the prior satisfaction of each of the following conditions (unless waived in writing by the Lender in its sole discretion): (a) Delivery to the Lender of the following executed originals of each Financing Document, each of which shall be satisfactory in form and substance to the Lender and shall have been duly authorized, executed and delivered by the parties thereto: (i) this Agreement; (ii) the Note; (iii) the Security Agreement; (iv) the Member Pledge; (v) the Collateral Agency and Depositary Agreement (vi) the SolarCity Indemnity Agreement; and (vii) any other Financing Document contemplated or required to be effective as of the Closing Date (to the extent such documents are required to be executed as of the Closing Date). (b) Delivery to the Lender of the following, each of which shall be reasonably satisfactory in form and substance to the Lender and shall have been duly executed and delivered by the party thereto: (i) a secretary’s certificate, satisfactory in form and substance to the Lender, from Borrower and Member, signed by each of its respective authorized Responsible Officers and dated as of the Closing Date, certifying as to the Organizational Documents of each such party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each such Party, the good standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each such Party. (ii) a Closing Certificate of Borrower, dated as of the Closing Date. (iii) an opinion, dated as of the Closing Date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to Borrower and Member, in a form reasonably acceptable to Lender; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (c) Delivery to the Lender of copies of the following documents, duly authorized, executed and delivered by the parties thereto: (i) Sale Documents; (ii) Maintenance Services Agreement; (iii) Asset Management Agreement; and (iv) Accession Agreement. (d) As of the Closing Date, each representation and warranty set forth in Section 4.1 is true and correct in all respects (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all respects as of such earlier date). (e) No Default or Event of Default has occurred and is continuing or will result from the making of the Term Loan requested hereunder. (f) The Accounts shall have been established with the Depositary and Borrower shall have instructed SolarCity, as provider under Maintenance Services Agreement, to direct all Customer Payments and other Revenues directly to the applicable Owner Account. (g) All Liens contemplated by the Security Documents to be created and perfected in favor of the Lender to enter into as of the Loan Documents is subject to Closing Date shall have been perfected, recorded and filed in the satisfaction or the following conditions precedent:appropriate jurisdictions. (ah) The Lender shall have receivedreceived a (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of Borrower and Member and each jurisdiction where a written opinion of counsel for the Loan Parties filing would need to be made in form and substance reasonably satisfactory order to perfect the Lender’s security interest in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches in such jurisdictions. (bi) The UCC financing statements relating to the Collateral shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement and Borrower shall have properly delivered or caused to be delivered to the Lender all such Collateral that requires perfection of the Lien and security interest described above by possession or control. (j) All amounts [***] required to be paid to or deposited with the Lender hereunder and under any other separate agreement with such parties, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed as a condition precedent pursuant to this Section 3.1, shall have been paid in full. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (k) The Lender shall have received (i) a copy the most recent unaudited directionally correct pro forma financial statements of Borrower, such financial statements to be in the certificate of incorporation or formation, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, form and a certificate as substance satisfactory to the good standing of each Loan Party as of a recent date, from such Secretary of State; Lender and (ii) a certificate signed by an officer the most recent annual (2011) and quarterly (2012) financial statements of each Loan Party dated as of the Closing Date Owners. (l) The Lender shall have received the Financial Model, such Financial Model to be satisfactory to Lender; (m) The Lender shall have received all such documentation and certifying (A) information requested by the Lender that attached thereto is a true and complete copy necessary for the Lender to identify Borrower in accordance with the requirements of the operating agreement or bylaws of each Loan Party as in effect on Patriot Act (including the Closing Date “know your customer” and at similar regulations thereunder). (n) Borrower shall cause all times since a date prior to the date amounts of the resolutions described in clause Owners on deposit or credited to any Existing Bank Accounts (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing other than any amounts which will be required to make the execution, delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect other payments required to be made under this Section 3.1 on the Closing Date, (C) that the certificate of incorporation or formation, as applicable of each Loan Party has not shall have been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, and (D) as transferred to the incumbency Master Revenue Account established as provided in the Collateral Agency and specimen signature of each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith on behalf of the Loan PartiesDepositary Agreement. (co) Each Project shall be a qualifying small power production facility pursuant to FERC’s regulations at 18 C.F.R. § 292.203(a), with a power production capacity of less than 20 MW and, to the extent required under FERC regulations to preserve such status, the Borrower shall have filed with FERC a notice of self-certification, or obtained from FERC an order granting certification, with respect to such status. (p) The Lender shall have received a certificate, dated as Portfolio Report for the month of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (i) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuing. (d) The Loan Documents shall have been duly executed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against the Borrower on or prior to the Closing Date. (e) The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), December 2012 in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares)it. (f) The Lender shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement shall be in full force and effect.

Conditions Precedent to the Closing Date. The obligation effectiveness of this Agreement is subject to and conditional upon the following conditions precedent being fulfilled by the Borrower to the satisfaction of the Initial Lender: (1) completion by the Initial Lender to enter into its sole satisfaction of its due diligence review of the Borrower, including, without limitation, review of the Borrower’s existing corporate and debt structure, the terms of its Existing Debt, financial information of the Borrower and such information of the Borrower as may be required by the Initial Lender; (2) all necessary Ontario government approvals in respect of the Loan Facility, this Agreement, and the other Loan Documents will have been obtained; (3) this Agreement, the other Loan Documents, the Secured Loan Agreement and the Loan Documents is subject to (as defined in the satisfaction or the following conditions precedent:Secured Loan Agreement) will have been executed and delivered by all parties thereto; (a4) The the Initial Lender shall have received, a written opinion of counsel for the Loan Parties in form and substance reasonably satisfactory to the Lender. (b) The Lender shall will have received (i) a copy certified copies of the certificate of incorporation or formation, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing Organizational Documents of each Loan Party as of a recent dateand Pubco, from such Secretary of State; and (ii) a certificate signed by an officer of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of each Loan Party’s and Pubco’s obligations under the Loan Documents to which each is a party and the borrowings hereundertransactions contemplated herein, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on certificates as to the Closing Date, (C) that incumbency of the certificate of incorporation or formation, as applicable officers of each Loan Party has and Pubco; (5) copies of all agreements which restrict or limit the powers of any Loan Party, Pubco or their respective directors or officers not otherwise delivered under Subsection 3.01(4), certified by such Loan Party to be true, will have been amended since delivered to the date Initial Lender; (6) certificates of status or good standing (or the local law equivalent), where available, of each Loan Party and Pubco will have been delivered to the Initial Lender; (7) the Initial Lender will have received certified copies of all approvals of any Governmental Authorities or other third parties (including in connection with any Existing Debt other than as contemplated in Section 3.01(9) below), required for the execution, delivery and performance of each Loan Party’s and Pubco’s obligations under the Loan Documents to which each is a party and the transactions contemplated therein as of the last amendment thereto shown on Closing Date; (8) the certificate of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer Initial Lender will have received fully executed copies of the Loan Parties executing any Loan Document Applicable Intercreditor Agreements or any other document delivered Subordination Agreements, as applicable, with respect to all Existing Debt, as may be required by the Initial Lender; (9) the Initial Lender shall have received evidence in connection herewith form and substance satisfactory to it from the ABL Agent, for and on behalf of the lenders under the ABL Credit Agreement, of its consent to the Borrower (and the other Loan Parties., as applicable) (i) entering into this Agreement, the other Loan Documents, the Secured Loan Agreement and the loan documents delivered in connection with the Secured Loan Agreement, (ii) incurring the Debt contemplated hereunder and thereunder, (iii) making interest, fee and principal payments with respect thereto, including at maturity and in respect of any prepayments and (iv) granting Liens in favour of the Agent in connection with the Secured Loan Agreement; (c10) The the Initial Lender shall have received a certificateexecuted copies of CEEFC Credit Facilities, dated as which shall be on terms and conditions substantially similar to the terms and conditions of the Closing Date and signed by an officer Loan Facilities, subject to any variation as shall be acceptable to the Initial Lender in its sole discretion; (11) the Initial Lender will have received a currently dated Officer’s Certificate of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: Borrower certifying that (i) that each Loan Party is Solvent, (ii) the representations and warranties of the Loan Parties set forth in Article III each Loan Document, the Secured Loan Agreement and each attestation given by the Loan Parties in each other the Loan Document Application, are true and correct in all material respects (and in all respects if subject to any materiality thresholds contained therein) as at such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such datetime, except to the extent such representations updated in writing prior to the Closing Date and warranties expressly relate accepted by the Initial Lender; (iii) that no “default” or “event of default” has occurred and is continuing under any Existing Debt for Borrowed Money Documents; (iv) there has not occurred a Tariff Trigger, a Liquidity Trigger or a Material Adverse Effect; (v) that the Borrower continues to an earlier date, operate its business in which case they shall be true the ordinary course as adjusted for the then current operating circumstances resulting from tariffs and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date countermeasures; and (iivi) the Borrower has not initiated, and is not currently implementing, any change to its business or operations that would result in a material deviation from the Business Plan; (12) no Default or Event of Default shall have occurred and be continuing.continuing on the Closing Date; (d13) The there has not occurred a Tariff Trigger, a Liquidity Trigger or a Material Adverse Effect; (14) the Initial Lender shall have received copies of any Existing Debt Documents as the Initial Lender may request; (15) a currently dated letter of opinion of legal counsel to the Borrower, the other Loan Documents Parties and Pubco from all Relevant Jurisdictions, will have been delivered to the Agent and the Lenders as addressees, in form and substance satisfactory to the Initial Lender; (16) payment of the Transaction Fee and all other costs and expenses of the Initial Lender and the Agent payable on or before the Closing Date; (17) to the extent required by the rules thereof, each of the TSX and the NASDAQ shall have conditionally approved the listing of the common shares issuable upon exercise of the Warrants, pursuant to the applicable rules or regulations of the TSX and the NASDAQ, subject only to the filing of other standard documents and notice of issuance thereunder; (18) the Warrant Agreement shall have been duly executed and delivered by Pubco and the Warrants shall have been validly created, authorized, issued and delivered to the Initial Lender; (19) the Initial Lender will have received copies of all waivers and ancillary agreements required to be delivered by the Borrower executive officers of Pubco in respect of the executive compensation requirements set out in the Loan Program Agreement; and (20) the Initial Lender will have received evidence satisfactory to it that Pubco has amended its clawback policy, assuming such Loan Documents have been duly executed by policy to be in form and substance satisfactory to the Initial Lender, shall ; provided that all documents delivered pursuant to this Section 3.01 will be in full force and effect against the Borrower on or prior to the Closing Date. (e) The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control AgreementInitial Lender, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares)acting reasonably. (f) The Lender shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement shall be in full force and effect.

Conditions Precedent to the Closing Date. The obligation obligations of the Lender Lenders to enter into make Loans hereunder and the Loan Documents is subject obligations of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the satisfaction or date on which each of the following conditions precedent: is satisfied or waived in accordance with Section 9.02: (a) The Lender shall have received, a written opinion of counsel for the Loan Parties in form and substance reasonably satisfactory to the Lender. (b) The Lender Administrative Agent shall have received the following, each dated as of the Closing Date: (i) this Agreement executed by each party hereto; (ii) the Guaranty executed by each party thereto; (iii) a copy certificate of an officer and of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or formationother appropriate organizational document, as applicable, including all amendments theretoamended and in effect, of each Loan Partysuch Person, certified the bylaws or similar organizational document, as amended and in effect, of a recent date such Person and the resolutions adopted by the Secretary Board of State Directors or similar governing body of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and Person (ii1) a certificate signed by an officer of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party, (2) approving the Loan Documents and the borrowings hereunder, and that to which such resolutions have not been modified, rescinded Person is or amended and are in full force and effect on the Closing Date, (C) that the certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, will be a party and (D3) as authorizing officers of such Person to execute and deliver the Loan Documents to which such Person is or will be a party and any related documents and (B) the incumbency and specimen signature of each officer signatures of the Loan Parties officers of such Person executing any Loan Document or documents on its behalf; provided, that there shall be no requirement to deliver such certificates for any other document delivered in connection herewith on behalf Guarantor that is not a Material Subsidiary; (iv) a certificate of a Responsible Officer of the Loan Parties. (c) The Lender shall have received a certificate, dated Borrower certifying as to the satisfaction of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (i) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuing. (d) The Loan Documents shall have been duly executed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against the Borrower on or prior to the Closing Date. (e) The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (iSections 3.01(c) and (Be); and (v) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory signed opinions addressed to the Lender duly executed Administrative Agent and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the applicable Loan Parties (it being agreed Administrative Agent; provided, that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares). (f) The Lender shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement there shall be in full force and effectno requirement to deliver opinions of legal counsel for any Guarantor that is not a Material Subsidiary.

Conditions Precedent to the Closing Date. The obligation This Agreement and the obligations of the Lender Lenders to enter into make Loans hereunder and the Loan Documents is subject obligations of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the satisfaction or date on which each of the following conditions precedentis satisfied or waived in accordance with Section 9.02: (a) The Lender shall have received, a written opinion of counsel for the Loan Parties in form and substance reasonably satisfactory to the Lender. (b) The Lender Administrative Agent shall have received the following, each dated as of the Closing Date (or, in the case of clause (vi) below, as of a recent date): (i) this Agreement executed by each party hereto; (ii) the Guaranty executed by each party thereto; (iii) a copy certificate of an officer and of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or formationother appropriate organizational document, as applicable, including all amendments theretoamended and in effect, of each Loan Partysuch Person, certified the bylaws or similar organizational document, as amended and in effect, of a recent date such Person and the resolutions adopted by the Secretary Board of State Directors or similar governing body of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and Person (ii1) a certificate signed by an officer of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance by such Person of the this Agreement and each other Loan Documents and the borrowings hereunder, and that Document to which such resolutions have not been modified, rescinded Person is or amended and are in full force and effect on the Closing Datewill be a party, (C2) that the certificate of incorporation approving this Agreement and each other Loan Document to which such Person is or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, will be a party and (D3) as authorizing officers of such Person to execute and deliver this Agreement and each other Loan Document to which such Person is or will be a party and any related documents and (B) the incumbency and specimen signature of each officer signatures of the Loan Parties officers of such Person executing any Loan Document or documents on its behalf; provided, that there shall be no requirement to deliver such certificates for any other document delivered in connection herewith on behalf Guarantor that is not a Material Subsidiary; (iv) a certificate of a Responsible Officer of the Loan PartiesBorrower certifying as to the satisfaction of the conditions in Sections 3.01(b) and (e); (v) signed opinions addressed to the Administrative Agent and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent; provided, that there shall be no requirement to deliver opinions of legal counsel for any Guarantor that is not a Material Subsidiary; and (vi) certificates of appropriate officials as to the existence and good standing of the Borrower and each Guarantor. (b) There shall not have occurred any change, effect, event or occurrence since December 31, 2020 that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect. (c) The Lender Administrative Agent shall have received a certificateevidence that (i) Commitments (as defined in the Existing Credit Agreement) under the Existing Credit Agreement have been, dated as of or substantially concurrently with the Closing Date and signed by will be, permanently reduced on a pro rata basis among the Lenders to an officer of the Borroweraggregate amount not to exceed $500 million, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (iii) the representations and warranties set forth Letter of Credit Commitments (as defined in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation the Existing Credit Agreement) under the Existing Credit Agreement have been terminated, or warranty is already qualified by materiality) on and as of substantially concurrently with the Closing Date will be terminated and (iii) the Borrower’s ability to borrow Swingline Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement has been terminated, or substantially concurrently with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall Closing Date will be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuingterminated. (d) The Loan Documents conditions precedent set forth in Sections 3.02(b) and (d) shall have theretofore been duly executed satisfied or waived in accordance with Section 9.02. (i) The Administrative Agent shall have received (for distribution to the Lenders so requesting) at least three business days prior to the Closing Date all documentation and other information about the Borrower and Guarantors as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against Administrative Agent to the Borrower on or in writing at least 10 days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date. (e) The , any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed execution and delivery by such search, and accompanied by evidence reasonably satisfactory Lender of its signature page to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectivelythis Agreement, the TRIP Common Shares (as defined condition set forth in the Pledge Agreement) identified with respect thereto on such Schedule and this clause (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect shall be deemed to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Sharesbe satisfied). (f) The Lender shall have receivedAll fees required to be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and all reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent requested in writing invoiced at least ten (10) two Business Days prior to the Closing DateDate shall have been paid. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.02), all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement such notice shall be in full force conclusive and effectbinding.

Conditions Precedent to the Closing Date. The obligation of the each Lender to enter into make Loans and the Loan Documents is effectiveness of this Agreement are subject to the prior satisfaction or of each of the following conditions precedentconditions, in each case to the satisfaction of the Administrative Agent and each of the Lenders (unless waived in writing by the Administrative Agent and the Lenders in their sole and absolute discretion) on or prior to the Closing Date: (a) Delivery to the Agents of each of the following Financing Documents, each duly executed and delivered by the parties thereto: (i) this Agreement; (ii) the Depositary Agreement; (iii) the NDA; (iv) the Member Pledge; [***] Confidential treatment has been requested for the bracketed portions. The Lender confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (v) the Security Agreement; (vi) [***]; and (vii) the Notes (if requested by a Lender). (b) Each representation and warranty set forth in Section 4.1 is true and correct in all material respects as of the Closing Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have receivedbeen true and correct in all material respects as of such earlier date). (c) As of the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement on the Closing Date that would constitute a written opinion Default or an Event of Default under this Agreement. (d) Delivery to the Administrative Agent and each Lender of the following: (i) a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party, signed by each of its respective authorized Responsible Officers and dated as of the Closing Date, attaching and certifying as to the Organizational Documents of each such party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each such Party, the good standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each such Party; (ii) a certificate from a Responsible Officer of each Loan Party certifying to (A) the representations and warranties made by such Loan Party in each Financing Document to which it is a party being true and correct in all material respects as of the Closing Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date), (B) the absence of a Default or an Event of Default, and (C) the satisfaction (or waiver by the Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof; (iii) an opinion, dated as of the Closing Date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for to the Loan Parties Parties, in form and substance reasonably satisfactory acceptable to the Agents and each Lender; (iv) an opinion, dated as of the Closing Date, of Proskauer Rose LLP, special bankruptcy counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; and (v) an opinion, dated as of the Closing Date, of in-house counsel to Borrower, in form and substance reasonably acceptable to the Agents and each Lender; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (be) All Liens contemplated by the Collateral Documents to be created and perfected in favor of the Collateral Agent as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions. (f) The Lender Administrative Agent and the Collateral Agent shall have received (iA) a copy searches of UCC filings in the certificate jurisdiction of incorporation or formation, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of and each jurisdiction where a recent date, from such Secretary of State; and (ii) a certificate signed by an officer of each Loan Party dated as filing would need to be made in order to perfect the security interest of the Closing Date and certifying Collateral Agent (A) that attached thereto is a true and complete copy for the benefit of the operating agreement or bylaws of each Loan Party as Secured Parties) in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowCollateral, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith on behalf of the Loan Parties. (c) The Lender shall have received a certificate, dated as of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (i) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuing. (d) The Loan Documents shall have been duly executed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against the Borrower on or prior to the Closing Date. (e) The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by on file in such search, jurisdictions and accompanied by evidence reasonably satisfactory to the Lender that the no Liens indicated in any such financing statement (or similar document) that are not exist other than Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (iiC) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described copies of tax lien, judgment and bankruptcy searches in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares). (f) The Lender shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Actsuch jurisdictions. (g) The Merger UCC financing statements relating to the Collateral being secured as of the Closing Date shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Security Agreement. Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Lien and security interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in Borrower along with blank transfer powers and proxies. (h) All amounts ([***]) required to be paid to or deposited with the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent, the Depositary or any Lender under this Agreement or any other Financing Document, or under any separate agreement with such parties, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed pursuant to this Section 3.1, shall have been paid in full (or in connection with such taxes, fees (other than fees payable to the Lenders or the Agents) and costs, Borrower shall have made other arrangements acceptable to the Agents, the Depositary or such Lender(s), as the case may be, in their sole discretion). (i) The Lenders shall have received the most recent unaudited financial statements of Borrower, such financial statements to be in form and substance satisfactory to the Administrative Agent and each Lender. (j) The Agents and Lenders shall have received all such documentation and information requested by the Agents and the Lenders that is necessary (including the names and addresses of Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of Borrower, the Member or owners thereof) for the Agents and the Lenders to identify Borrower, the Member or owners thereof in accordance with the requirements of the Patriot Act (including the “know your customer” and similar regulations thereunder). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (k) All Accounts required to be open as of the Closing Date under the Depositary Agreement shall have been opened. (l) The Borrower shall deliver to the Lessee payment instructions [***] directing all payments to be made to the Collection Account, which instructions may be given in full force the NDA. (m) The Administrative Agent shall have received a report of the Independent Engineer in form, scope and effectsubstance satisfactory to the Lenders and the Administrative Agent, together with a certificate of the Independent Engineer in the form of Exhibit H. (n) The Administrative Agent shall have received an estoppel certificate with respect the Master Lease, which certificate may be included in the NDA.

Conditions Precedent to the Closing Date. The obligation occurrence of the Lender to enter into the Loan Documents Closing Date is subject to the satisfaction or of the following conditions precedentconditions, each to the satisfaction of the Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance satisfactory to the Purchaser in its sole discretion: (a) The Lender Purchaser shall have received, a written opinion received each of counsel for the Loan Parties in form and substance reasonably satisfactory to the Lenderfollowing: (i) An executed counterpart of this Agreement. (bii) The Lender shall have received Certified copies of resolutions of (iA) each Seller authorizing this Agreement and the other Purchase Documents and authorizing a copy person or persons to sign those documents including any subsequent notices and acknowledgements to be executed, 163908148 delivered or submitted pursuant to this Agreement, the other Purchase Documents and any other documents to be executed, delivered or submitted by each Seller pursuant hereto or thereto, and (B) the Guarantor authorizing this Agreement and authorizing a person or persons to sign this Agreement including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement and any other documents to be executed or delivered by the Guarantor pursuant hereto. (iii) An officer incumbency and specimen signature certificate for each Seller and the Guarantor. (iv) Organizational documents of each Seller and the certificate of incorporation or formation, Guarantor certified by the applicable Governmental Authority (as applicable), and evidence of good standing (as applicable). (v) Lien search reports as the Purchaser shall deem advisable with respect to each Seller, and releases of any Adverse Claim on the Receivables that are or will be Purchased Receivables shown in such reports. (vi) Acknowledgement copies or other evidence of filing of such UCC financing statements or other filings as are required hereunder. (vii) Opinions of counsel to the Sellers and the Guarantor, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, opinions with respect to due organization and a certificate as to the good standing of each Loan Party Seller and the Guarantor, due authorization, execution and delivery of this Agreement by each Seller and the Guarantor, validity and enforceability of this Agreement with respect to each Seller and the Guarantor, non-contravention of organizational documents, agreements and law, no consents, creation and perfection of security interests, true sale, and such other matters as of a recent date, from such Secretary of State; and Purchaser may reasonably request. (iiviii) a certificate signed by an officer of each Loan Party dated as Evidence of the Closing Date and certifying (A) that attached thereto is a true and complete copy establishment of the operating agreement or bylaws Seller Accounts. (ix) An executed Account Control Agreement with respect to each Seller Account. (x) An executed Seller A Power of each Loan Party as in effect on Attorney. (xi) Evidence of acceptance by the Closing Date and at all times since a date prior to the date Process Agent of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith its appointment on behalf of the Loan PartiesSeller A pursuant to Section 13.15. (cxii) The Lender shall have received a certificate, dated as of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (i) the representations and warranties set forth in Article III and in A certification from each other Loan Document are true and correct in Seller that it has instructed each Approved Obligor to pay all material respects (and in all respects if any such representation or warranty is already qualified by materiality) amounts owing on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuing. (d) The Loan Documents shall have been duly executed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against the Borrower on or prior to the Closing Date. (e) The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) Receivables that are not Permitted Liens have been or will be contemporaneously released Purchased Receivables only to a Seller Account and such Seller shall not instruct any Approved Obligor to pay any amounts owing on Receivables that are or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I will be Purchased Receivables to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto any account other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares). (f) The Lender shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement shall be in full force and effect.Seller Account. 163908148

Conditions Precedent to the Closing Date. The obligation effectiveness of this Agreement and the occurrence of the Lender to enter into the Loan Documents Closing Date is subject to the satisfaction or the following conditions precedent: (a) The Lender a Rule 2.5 announcement concerning the Transaction shall have received, a written opinion occurred; (b) this Agreement shall be executed and delivered by each of counsel for the Loan Parties parties hereto; (c) the Intercreditor Deed and the Warrant shall be entered into by each of the parties party thereto in form and substance reasonably satisfactory to the Lender.Gurnet; (bd) The Lender Gurnet (or its counsel) shall have received certified copies of (i) a copy the constitutional documents of each of the certificate of incorporation or formation, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by Borrower and the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of StateGuarantor; and (ii) a certificate signed by an officer resolutions of the board of directors of each Loan Party dated as of the Closing Date Borrower and certifying (A) that attached thereto is a true the Guarantor approving and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the such Person’s execution, delivery and performance of the Loan Finance Documents to which it is party and the borrowings hereundertransactions contemplated thereby; (iii) signature and incumbency certificates of the officers and/or managers of each of the Borrower and the Guarantor executing any of the Finance Documents, each of which such Person hereby certifies to be true and complete, and that such resolutions have not been modified, rescinded or amended and are in full force and effect without modification, it being understood that Gurnet may conclusively rely on each such document and certificate until formally advised by the Closing DateBorrower or the Guarantor, as applicable, of any changes therein; and (Civ) companies registration office, judgment and winding up petitions searches against each of the Borrower and the Guarantor; (e) a certificate from the Guarantor confirming that the certificate provisions of incorporation or formation, as applicable of each Loan Party has not been amended since the date Section 239 of the last amendment thereto shown on Act do not prohibit the certificate execution by the Guarantor of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer any of the Loan Parties executing any Loan Document or any other document delivered in connection herewith on behalf Finance Documents which it is intended that the Guarantor will execute by reason of the Loan Parties.fact that that the Guarantor and the Borrower are members of a Group consisting of a Holding Company and its Subsidiaries for the purpose of Section 243(2) of the Act; (cf) The Lender shall have received a certificatelegal opinion of Dentons US LLP, dated as of the Closing Date and signed by an officer of legal adviser to the Borrower, confirming compliance with addressed to Gurnet in form and substance satisfactory to Gurnet, on the conditions precedent set forth legality, validity and enforceability of this Agreement; (g) the Borrower, the Guarantor, Gurnet and EIB shall have entered into the EIB Amendment and Consent in this Section 4.2 form and confirming that: substance satisfactory to Gurnet; and (h) the Borrower shall certify that (i) the representations and warranties set forth in Article III this Agreement shall be true, accurate, and in each other Loan Document are true and correct complete in all material respects (on the Closing Date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuingcontinuing or result from the entering into of this Agreement. (d) The Loan Documents shall have been duly executed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against the Borrower on or prior to the Closing Date. (e) The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares). (f) The Lender shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement shall be in full force and effect.

Conditions Precedent to the Closing Date. The obligation obligations of the Lender Lenders to enter into make Loans hereunder and the Loan Documents is subject obligations of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the satisfaction or date on which each of the following conditions precedentis satisfied or waived in accordance with Section 9.02: (a) The Lender shall have received, a written opinion of counsel for the Loan Parties in form and substance reasonably satisfactory to the Lender. (b) The Lender Administrative Agent shall have received the following, each dated as of the Closing Date: (i) this Agreement executed by each party hereto; (ii) the Guaranty executed by each party thereto; (iii) a copy certificate of an officer and of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or formationother appropriate organizational document, as applicable, including all amendments theretoamended and in effect, of each Loan Partysuch Person, certified the bylaws or similar organizational document, as amended and in effect, of a recent date such Person and the resolutions adopted by the Secretary Board of State Directors or similar governing body of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and Person (ii1) a certificate signed by an officer of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party, (2) approving the Loan Documents and the borrowings hereunder, and that to which such resolutions have not been modified, rescinded Person is or amended and are in full force and effect on the Closing Date, (C) that the certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, will be a party and (D3) as authorizing officers of such Person to execute and deliver the Loan Documents to which such Person is or will be a party and any related documents and (B) the incumbency and specimen signature of each officer signatures of the Loan Parties officers of such Person executing any Loan Document or documents on its behalf; provided, that there shall be no requirement to deliver such certificates for any other document delivered in connection herewith on behalf Guarantor that is not a Material Subsidiary; (iv) a certificate of a Responsible Officer of the Loan PartiesBorrower certifying as to the satisfaction of the conditions in Sections 3.01(c) and (e); and (v) signed opinions addressed to the Administrative Agent and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent; provided, that there shall be no requirement to deliver opinions of legal counsel for any Guarantor that is not a Material Subsidiary. (b) The Administrative Agent shall have received a certificate of appropriate officials as to the existence and good standing of the Borrower and each Guarantor. (c) The Lender There shall have received a certificate, dated as of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (i) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall not have occurred and any change, effect, event or occurrence since December 31, 2017 that, individually or in the aggregate, has had, or would reasonably be continuingexpected to have, a Material Adverse Effect. (d) The Loan Documents Administrative Agent shall have been duly executed by received evidence that the Borrower andExisting Credit Agreement has been, assuming such Loan Documents have been duly executed by or substantially concurrently with the LenderClosing Date will be, shall be terminated and the obligations outstanding thereunder repaid in full force and effect against pursuant to customary payoff documentation, including evidence of the Borrower on or prior to the Closing Daterelease of Liens, if any, granted in connection therewith. (e) The Lender conditions precedent set forth in Sections 3.02(b) and (d) shall have received the results of a search of the Uniform Commercial Code filings theretofore been satisfied or waived in accordance with Section 9.02. (or equivalent filingsi) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender Administrative Agent shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I for distribution to the Pledge Agreement exist Lenders so requesting) at least three business days prior to the Closing Date all documentation and have credited other information about the Borrower and Guarantors as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to them, respectively, the TRIP Common Shares (as defined extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the Pledge Agreement) identified with respect thereto on such Schedule Closing Date and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (iii) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory shall be deemed to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Sharesbe satisfied). (fg) The Lender shall have receivedAll fees required to be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and all reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent requested in writing invoiced at least ten (10) two Business Days prior to the Closing DateDate shall have been paid. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.02), all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement such notice shall be in full force conclusive and effectbinding.

Conditions Precedent to the Closing Date. The obligation This Agreement and the obligations of the Lender Lenders to enter into make Loans hereunder and the Loan Documents is subject obligations of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the satisfaction or date on which each of the following conditions precedentis satisfied or waived in accordance with Section 9.02: (a) The Lender shall have received, a written opinion of counsel for the Loan Parties in form and substance reasonably satisfactory to the Lender. (b) The Lender Administrative Agent shall have received the following, each dated as of the Closing Date (or, in the case of clause (vi) below, as of a recent date): (i) this Agreement executed by each party hereto; (ii) the Guaranty executed by each party thereto; (iii) a copy certificate of an officer and of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or formationother appropriate organizational document, as applicable, including all amendments theretoamended and in effect, of each Loan Partysuch Person, certified the bylaws or similar organizational document, as amended and in effect, of a recent date such Person and the resolutions adopted by the Secretary Board of State Directors or similar governing body of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and Person (ii1) a certificate signed by an officer of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance by such Person of the this Agreement and each other Loan Documents and the borrowings hereunder, and that Document to which such resolutions have not been modified, rescinded Person is or amended and are in full force and effect on the Closing Datewill be a party, (C2) that the certificate of incorporation approving this Agreement and each other Loan Document to which such Person is or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, will be a party and (D3) as authorizing officers of such Person to execute and deliver this Agreement and each other Loan Document to which such Person is or will be a party and any related documents and (B) the incumbency and specimen signature of each officer signatures of the Loan Parties officers of such Person executing any Loan Document or documents on its behalf; provided, that there shall be no requirement to deliver such certificates for any other document delivered in connection herewith on behalf Guarantor that is not a Material Subsidiary; (iv) a certificate of a Responsible Officer of the Loan PartiesBorrower certifying as to the satisfaction of the conditions in Sections 3.01(b) and (e); (v) signed opinions addressed to the Administrative Agent and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent; provided, that there shall be no requirement to deliver opinions of legal counsel for any Guarantor that is not a Material Subsidiary; and (vi) certificates of appropriate officials as to the existence and good standing of the Borrower and each Guarantor. (b) There shall not have occurred any change, effect, event or occurrence since December 31, 2020 that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect. (c) The Lender Administrative Agent shall have received a certificateevidence that (i) Commitments (as defined in the Existing Credit Agreement) under the Existing Credit Agreement have been, dated as of or substantially concurrently with the Closing Date and signed by will be, permanently reduced on a pro rata basis among the Lenders to an officer of the Borroweraggregate amount not to exceed $500 million, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (iii) the representations and warranties set forth Letter of Credit Commitments (as defined in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation the Existing Credit Agreement) under the Existing Credit Agreement have been terminated, or warranty is already qualified by materiality) on and as of 64 Revolving Credit Facility substantially concurrently with the Closing Date will be terminated and (iii) the Borrower’s ability to borrow Swingline Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement has been terminated, or substantially concurrently with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall Closing Date will be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuingterminated. (d) The Loan Documents conditions precedent set forth in Sections 3.02(b) and (d) shall have theretofore been duly executed satisfied or waived in accordance with Section 9.02. (i) The Administrative Agent shall have received (for distribution to the Lenders so requesting) at least three business days prior to the Closing Date all documentation and other information about the Borrower and Guarantors as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against Administrative Agent to the Borrower on or in writing at least 10 days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date. (e) The , any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed execution and delivery by such search, and accompanied by evidence reasonably satisfactory Lender of its signature page to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectivelythis Agreement, the TRIP Common Shares (as defined condition set forth in the Pledge Agreement) identified with respect thereto on such Schedule and this clause (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect shall be deemed to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Sharesbe satisfied). (f) The Lender shall have receivedAll fees required to be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and all reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent requested in writing invoiced at least ten (10) two Business Days prior to the Closing DateDate shall have been paid. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.02), all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement such notice shall be in full force conclusive and effectbinding.

Conditions Precedent to the Closing Date. The obligation occurrence of the Lender to enter into the Loan Documents Closing Date is subject to the satisfaction or of the following conditions precedentconditions, each to the satisfaction of the Administrative Agent and each Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance satisfactory to the Administrative Agent and each Purchaser in its sole discretion: (a) The Lender Administrative Agent shall have receivedreceived each of the following: (i) Executed counterparts of this Agreement, the Parent Guaranty and the Pricing Side Letter duly executed and delivered by the parties hereto and thereto. (ii) Certified copies of resolutions of Perspecta and each Initial Seller authorizing this Agreement and the other Purchase Documents and authorizing a written opinion person or persons to sign those documents including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement, the other Purchase Documents and any other documents to be executed or delivered by each Initial Seller pursuant hereto or thereto. (iii) An officer incumbency and specimen signature certificate for Perspecta and each Initial Seller. (iv) Organizational documents of Perspecta and each Initial Seller certified by the applicable Governmental Authority (as applicable), and evidence of good standing (as applicable). (v) Opinions of counsel for to Perspecta and each Initial Seller, including opinions with respect to due organization and good standing of each such Person, due authorization, execution and delivery of this Agreement and the Loan Parties in form other Purchase Documents entered into on or about the date hereof by such Person, validity and substance enforceability of this Agreement and the other Purchase Documents with respect to such Person, non-contravention of organizational documents, material agreements and Law, no consents, creation of security interest and perfection of security interest (including perfection by control with respect to each Seller Account), true sale and such other matters as the Administrative Agent and the Purchasers may reasonably satisfactory request. (vi) Evidence of the establishment of each Seller Account relating to the LenderInitial Sellers. (vii) An executed Account Control Agreement with respect to (A) the Collection Account and (B) each Existing Account with respect to the Existing Sellers. (viii) A certification that the Initial Sellers have instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account. (b) The Lender Initial Sellers shall have received (i) a copy of the certificate of incorporation or formation, as applicable, including paid all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and (ii) a certificate signed by an officer of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith on behalf of the Loan Parties. (c) The Lender shall have received a certificate, dated as of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (i) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuing. (d) The Loan Documents shall have been duly executed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against the Borrower fees owed on or prior to the Closing Date. Date to the Administrative Agent (e) The Lender shall have received if, applicable, for the results of a search benefit of the Uniform Commercial Code filings (or equivalent filingsPurchasers) made with respect and the Purchasers pursuant to the Loan Parties terms of this Agreement or any fee letter executed in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares)connection herewith. (f) The Lender shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement shall be in full force and effect.

Conditions Precedent to the Closing Date. The obligation obligations of the Lender Lenders to enter into make Loans hereunder shall not become effective until the Loan Documents is subject to the satisfaction or date on which each of the following conditions precedentis satisfied or waived in accordance with Section 9.02: (a) The Lender shall have received, a written opinion of counsel for the Loan Parties in form and substance reasonably satisfactory to the Lender. (b) The Lender Administrative Agent shall have received the following, each dated as of the Closing Date: (i) this Agreement executed by each party hereto; (ii) the Guaranty executed by each party thereto; (iii) a copy certificate of an officer and of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying, inter alia (A) true and complete copies of each of the certificate of incorporation or formationother appropriate organizational document, as applicable, including all amendments theretoamended and in effect, of each Loan Partysuch Person, certified the bylaws or similar organizational document, as amended and in effect, of a recent date such Person and the resolutions adopted by the Secretary Board of State Directors or similar governing body of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and Person (ii1) a certificate signed by an officer of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party, (2) approving the Loan Documents and the borrowings hereunder, and that to which such resolutions have not been modified, rescinded Person is or amended and are in full force and effect on the Closing Date, (C) that the certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, will be a party and (D3) as authorizing officers of such Person to execute and deliver the Loan Documents to which such Person is or will be a party and any related documents and (B) the incumbency and specimen signature of each officer signatures of the Loan Parties officers of such Person executing any Loan Document or documents on its behalf; provided, that there shall be no requirement to deliver such certificates for any other document delivered in connection herewith on behalf Guarantor that is not a Material Subsidiary; (iv) a certificate of a Responsible Officer of the Loan PartiesBorrower certifying as to the satisfaction of the conditions in Sections 3.01(c) and (e); and (v) signed opinions addressed to the Administrative Agent and the Lenders from legal counsel to the Borrower and the Guarantors covering the matters reasonably requested by the Administrative Agent; provided, that there shall be no requirement to deliver opinions of legal counsel for any Guarantor that is not a Material Subsidiary. (b) The Administrative Agent shall have received a certificate of appropriate officials as to the existence and good standing of the Borrower and each Guarantor. (c) The Lender There shall have received a certificate, dated as of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (i) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall not have occurred and any change, effect, event or occurrence since December 31, 2017 that, individually or in the aggregate, has had, or would reasonably be continuingexpected to have, a Material Adverse Effect. (d) The Loan Documents Administrative Agent shall have been duly executed by received evidence that the Borrower andExisting Credit Agreement has been, assuming such Loan Documents have been duly executed by or substantially concurrently with the LenderClosing Date will be, shall be terminated and the obligations outstanding thereunder repaid in full force and effect against pursuant to customary payoff documentation, including evidence of the Borrower on or prior to the Closing Daterelease of Liens, if any, granted in connection therewith. (e) The Lender conditions precedent set forth in Sections 3.02(b) and (d) shall have received the results of a search of the Uniform Commercial Code filings theretofore been satisfied or waived in accordance with Section 9.02. (or equivalent filingsi) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender Administrative Agent shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I for distribution to the Pledge Agreement exist Lenders so requesting) at least three business days prior to the Closing Date all documentation and have credited other information about the Borrower and Guarantors as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to them, respectively, the TRIP Common Shares (as defined extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the Pledge Agreement) identified with respect thereto on such Schedule Closing Date and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (iii) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory shall be deemed to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Sharesbe satisfied). (fg) The Lender shall have receivedAll fees required to be paid on the Closing Date pursuant to the Fee Letters referenced in Section 2.11(c) and all reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent requested in writing invoiced at least ten (10) two Business Days prior to the Closing DateDate shall have been paid. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.02), all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement such notice shall be in full force conclusive and effectbinding.

Conditions Precedent to the Closing Date. The obligation of the Lender Fixed Rate Note Purchasers to enter into purchase the Loan Documents Fixed Rate Notes, the Lenders to make Construction Loans and the Issuing Bank to issue Letters of Credit, is subject to the prior satisfaction or of each of the following conditions precedent:(unless waived in writing by the Administrative Agent and the Required Financing Parties): (a) The Lender Administrative Agent shall have receivedreceived this Agreement, a written opinion the Fixed Rate Notes and each other Financing Document, duly authorized, executed and entered into by the Borrower, the Fixed Rate Note Purchasers, the Lenders, the Issuing Bank and each of counsel for the Loan Parties in form and substance reasonably satisfactory to the Lender.Agents; (b) The Lender Administrative Agent shall have received the Base CREZ Budget and the Construction Budget and Schedule (certified as true, correct and complete by a Responsible Officer of the Borrower), in form and substance satisfactory to the Administrative Agent, the Issuing Bank, the Financing Parties and the Independent Engineer; (c) Each representation and warranty set forth in the Financing Documents is true and correct on the Closing Date (or, if any representation or warranty is stated to have been made as of a specific date, as of such specific date); (d) No Default or Event of Default shall have occurred and be continuing or will result from the issuance of the Fixed Rate Note; (e) The Administrative Agent shall have received: (i) a copy of the certificate of incorporation or formation, as applicablecertificate of limited partnership, certificate of registration or other formation documents, including all amendments thereto, of each Loan Partyof the Borrower, the Pledgor, TDC, the Operating Partnership and the General Partner, each certified as of a recent date by the Secretary of State of the state of its organizationTexas or Delaware, as applicable, and a certificate as to the good standing of each Loan Party the Borrower as of a recent date, date from such Secretary of State; and ; (ii) a certificate signed by an officer of a Responsible Officer, Secretary or Assistant Secretary, or, if applicable, a Managing Member, of each Loan Party of the Borrower, the Pledgor, TDC, the Operating Partnership and the General Partner, and solely with respect to clauses (B) and (D) below, each Founding Equity Investor, substantially in the form of Exhibit F hereto, dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the limited liability company operating agreement, bylaws or partnership agreement or bylaws of each Loan Party such Person (which shall be in form and substance reasonably satisfactory to the Administrative Agent, the other Agents, the Issuing Bank and the Financing Parties), as in effect on the Closing Date and at all times since a date since, as of, or prior to to, the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the appropriate governing entity or body of such Person, authorizing the execution, delivery and performance of the Loan Operative Documents to which such Person is a party and, the issuance of the Fixed Rate Notes, request for Letters of Credit and the borrowings hereunderBorrowings of the Loans hereunder and the granting of the Liens contemplated to be granted by the Borrower and the Pledgor under the Security Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Dateeffect, (C) that the articles of incorporation, certificate of incorporation or formation, as applicable certificate of each Loan Party has limited partnership, certificate of registration or other formation documents of such Person have not been amended since the date of the last amendment thereto shown on the certificate of incorporation good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of the Loan Parties executing any Loan Operative Document or any other document delivered in connection herewith on behalf of such Person and (E) as to the Loan Parties.absence of any pending proceeding for the dissolution or liquidation of such Person or, to the knowledge of such Secretary or Assistant Secretary, threatening the existence of such Person; and (ciii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (f) The Lender Administrative Agent shall have received certificates issued by the jurisdiction of formation of the Borrower, the Pledgor, TDC, the Operating Partnership, the General Partner and, to the extent issued by such jurisdiction for any Founding Equity Investor organized outside of the U.S., each Founding Equity Investor, certifying that each such Person is in good standing and is authorized to transact business in such state; (g) The Administrative Agent shall have received a certificatetrue, dated as complete and correct copy of each Effective Material Project Document on the Closing Date and signed by an officer any existing supplements or amendments thereto, all of the Borrower, confirming compliance with the conditions precedent set forth which shall be satisfactory in this Section 4.2 form and confirming that: (i) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except substance to the extent Administrative Agent, the Issuing Bank and the Financing Parties, such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuing. (d) The Loan Documents documents shall have been duly authorized, executed and delivered by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, parties thereto and shall be in full force and effect against on the Closing Date and shall be certified by a Responsible Officer of the Borrower on or prior as being true, complete and correct copies and in full force and effect, such delivery to the Closing Date.Administrative Agent to be accompanied by a certificate of a Responsible Officer of the Borrower, that to the best of the Borrower’s knowledge no party to any such Material Project Document is, or but for the passage of time or giving of notice or both will be, in breach of any obligation thereunder which could reasonably be expected to have a Material Adverse Effect; (eh) The Lender Administrative Agent shall have received the results of a recent lien search in each of the Uniform Commercial Code filings jurisdictions where assets of the Borrower are located, and such searches shall reveal no Liens on any of the assets of the Borrower except for Permitted Liens or Liens discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent, the Issuing Bank and the Financing Parties; (or equivalent filingsi) made To the extent that there is any Mortgaged Property that is Requisite Project Property at the time all other conditions in this Section 4.1 are met: (i) The Administrative Agent shall have received a Mortgage with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation each Mortgaged Property, executed and delivered by a duly authorized officer of the Loan Parties andBorrower; (ii) If requested by the Administrative Agent, if applicable the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in which clause (iii) below (the chief executive office “Title Insurance Company”) shall have received, maps or plats of an as-built survey of each Loan Party such Mortgaged Property that is locateda Substation Site, together with copies of certified to the financing statements (or similar documents) disclosed by such searchAdministrative Agent and the Title Insurance Company in a manner satisfactory to them, and accompanied by evidence reasonably dated a date satisfactory to the Lender Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company; (iii) The Administrative Agent shall have received in respect of each such Mortgaged Property that the Liens indicated in any such financing statement is a Substation Site a mortgagee’s title insurance policy (or similar documentpolicies) or marked up unconditional binder for such insurance, in each case in form and substance satisfactory to the Administrative Agent and shall have received evidence satisfactory to it that are not Permitted Liens all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been or will be contemporaneously released or terminated. The Lender paid; (iv) If requested by the Administrative Agent, the Administrative Agent shall have received (A) a policy of flood insurance that (1) covers any Substation Site that is encumbered by any Mortgage and that is shown to be in a flood plain by flood certificates delivered to the Administrative Agent, (2) is written in an amount not less than the portion of the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such Substation Site or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less and (3) has a term ending not sooner than the maturity of the Indebtedness secured by such Mortgage (or such shorter term that is the maximum term then available with respect to the particular type of property under the National Flood Insurance Act of 1968) and (B) confirmation that the Borrower has received the notice required pursuant to Section 208.25(i) of Regulation H of the Board; and (v) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (iii) above and a copy of all other material documents affecting the Substation Sites covered by such title policy or policies. (j) Each document (including any UCC financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (subject only to Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than the Lien of the Collateral Agent) shall be in proper form for filing, registration or recordation; (k) The Collateral Agent shall have received the certificates representing the Equity Interests in the Borrower pledged pursuant to the Pledge Agreement, together with an undated transfer power for each such certificate executed in blank by a duly authorized officer of the Pledgor; (l) The Administrative Agent shall have received evidence that all filing, recordation, subscription and inscription fees and all recording and other similar fees, and all recording, stamp and other taxes and other expenses related to such filings, registrations and recordings necessary for and related to the transactions contemplated by this Agreement and the other Financing Documents to be consummated on or prior to the Closing Date have been paid in full (to the extent the obligation to make such payment then exists) by or on behalf of the Borrower or are to be paid in full on the Closing Date; (m) The Administrative Agent shall have received copies of the Environmental Reports; (n) The Administrative Agent shall have received the Independent Engineer’s report, dated June 14, 2011 (in form and substance acceptable to the Administrative Agent, the Issuing Bank and the Financing Parties) of its satisfactory review of the Project, such review confirming, without limitation, the reasonableness of operating costs, the adequacy of the proposed construction contingency, the useful life estimate for the Project, technical aspects of the Project, including the adequacy of the proposed construction budget and the construction plan, the equipment and the proposed civil, mechanical and electrical works, confirming the adequacy of the Environmental Reports and any remediation programs necessary for the Project, the Material Project Documents and the ability of the counterparties to execute construction schedule in a timely manner; (o) The Administrative Agent shall have received the Project Management Agreement in form and substance satisfactory to the Administrative Agent; (p) The Administrative Agent shall have received the Financial Model, including satisfactory projections through 2020; (q) The Administrative Agent shall have received the (i) evidence that unaudited consolidated financial statements of the Collateral Accounts identified on Schedule I to Borrower and audited consolidated financial statements of each of the Pledge Agreement exist and have credited to themPledgor, respectivelyTDC, SU, the TRIP Common Shares (as defined Operating Partnership and the General Partner, in each case, for the Pledge Agreement) identified with respect thereto on such Schedule fiscal year ended December 31, 2010 and (ii) Control Agreement(sunaudited interim consolidated financial statements of each of the Borrower (certified by a Responsible Officer thereof), Pledgor, TDC, SU, the Operating Partnership and the General Partner for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) duly executed by all parties thereto other than of this paragraph as to which such financial statements are available, and the Lender with respect financial statements delivered pursuant to the Collateral Accounts described in clause clauses (i) and (Bii) a control agreement that provides shall not, in the Lender with “control” (within the meaning of Articles 8 and 9 reasonable judgment of the UCC) Financing Parties, reflect any material adverse change in the consolidated financial condition of the TRIP B Shares Borrower, the Pledgor, TDC, SU, the Operating Partnership and the General Partner as reflected in the financial statements; (r) The Borrower shall have disclosed to the Financing Parties all agreements, instruments and corporate or other restrictions to which it is subject on the Closing Date, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent, the Issuing Bank or any Financing Party in connection with the negotiation of this Agreement or any other Financing Document (as defined modified or supplemented by other information so furnished) shall have contained any material misstatement of fact or omitted to state any material fact necessary to make the statements therein, in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as light of the date hereofcircumstances under which they were made, is satisfactory and taken as a whole, not misleading; provided that, with respect to projected financial information, the Lender for purpose of giving the Lender “control” over the TRIP B Shares). (f) The Lender Borrower shall have receivedcertified only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, to the extent requested in writing at least ten (10) Business Days if such projected financial information was delivered prior to the Closing Date, all documentation as of the Closing Date; (s) The Administrative Agent shall have received the following opinions, dated the Closing Date, of: (i) ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Borrower, in form and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating substance satisfactory to the prevention of money laundering or terrorist financingAdministrative Agent, the Issuing Bank and the Financing Parties, and addressing such matters as the Administrative Agent may request, including the Bank Secrecy Act Financing Documents and the CREZ Master Lease (as amended by to the USA PATRIOT Act. (gBorrower and SU) The Merger Agreement shall be in full force and effect.a conforming ACIC Opinion;

Conditions Precedent to the Closing Date. The obligation effectiveness of this Agreement is subject to and conditional upon the following conditions precedent being fulfilled by the Borrower to the satisfaction of the Initial Lender: (1) completion by the Initial Lender to enter into its sole satisfaction of its due diligence review of the Borrower, including, without limitation, review of the Borrower’s existing corporate and debt structure, the terms of its Existing Debt, financial information of the Borrower and such information of the Borrower as may be required by the Initial Lender; (2) approval of the Loan Facility, this Agreement and the other Loan Documents by the board of directors of the Initial Lender; (3) this Agreement, the other Loan Documents, the Secured Loan Agreement and the Loan Documents is subject to (as defined in the satisfaction or the following conditions precedent:Secured Loan Agreement) will have been executed and delivered by all parties thereto; (a4) The the Initial Lender shall have received, a written opinion of counsel for the Loan Parties in form and substance reasonably satisfactory to the Lender. (b) The Lender shall will have received (i) a copy certified copies of the certificate of incorporation or formation, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing Organizational Documents of each Loan Party as of a recent dateand Pubco, from such Secretary of State; and (ii) a certificate signed by an officer of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of each Loan Party’s and Pubco’s obligations under the Loan Documents to which each is a party and the borrowings hereundertransactions contemplated herein, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on certificates as to the Closing Date, (C) that incumbency of the certificate of incorporation or formation, as applicable officers of each Loan Party has and Pubco; (5) copies of all agreements which restrict or limit the powers of any Loan Party, Pubco or their respective directors or officers not otherwise delivered under Subsection 3.01(4), certified by such Loan Party to be true, will have been amended since delivered to the date Initial Lender; (6) certificates of status or good standing (or the local law equivalent), where available, of each Loan Party and Pubco will have been delivered to the Initial Lender; (7) the Initial Lender will have received certified copies of all approvals of any Governmental Authorities or other third parties (including in connection with any Existing Debt other than as contemplated in Section 3.01(9) below), required for the execution, delivery and performance of each Loan Party’s and Pubco’s obligations under the Loan Documents to which each is a party and the transactions contemplated therein as of the last amendment thereto shown on Closing Date; (8) the certificate of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer Initial Lender will have received fully executed copies of the Loan Parties executing any Loan Document Applicable Intercreditor Agreements or any other document delivered Subordination Agreements, as applicable, with respect to all Existing Debt, as may be required by the Initial Lender; (9) the Initial Lender shall have received evidence in connection herewith form and substance satisfactory to it from the ABL Agent, for and on behalf of the lenders under the ABL Credit Agreement, of its consent to the Borrower (and the other Loan Parties., as applicable) (i) entering into this Agreement, the other Loan Documents, the Secured Loan Agreement and the loan documents delivered in connection with the Secured Loan Agreement, (ii) incurring the Debt contemplated hereunder and thereunder, (iii) making interest, fee and principal payments with respect thereto, including at maturity and in respect of any prepayments and (iv) granting Liens in favour of the Agent in connection with the Secured Loan Agreement; (c10) The the Initial Lender shall have received a certificateexecuted copies of Ontario Credit Facilities, dated as which shall be on terms and conditions substantially similar to the terms and conditions of the Closing Date and signed by an officer Loan Facilities, subject to any variation as shall be acceptable to the Initial Lender in its sole discretion; (11) the Initial Lender will have received a currently dated Officer’s Certificate of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: Borrower certifying that (i) that each Loan Party is Solvent, (ii) the representations and warranties of the Loan Parties set forth in Article III each Loan Document, the Secured Loan Agreement and each attestation given by the Loan Parties in each other the Loan Document Application, are true and correct in all material respects (and in all respects if subject to any materiality thresholds contained therein) as at such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such datetime, except to the extent such representations updated in writing prior to the Closing Date and warranties expressly relate accepted by the Initial Lender; (iii) that no “default” or “event of default” has occurred and is continuing under any Existing Debt for Borrowed Money Documents; (iv) there has not occurred a Tariff Trigger, a Liquidity Trigger or a Material Adverse Effect; (v) that the Borrower continues to an earlier date, operate its business in which case they shall be true the ordinary course as adjusted for the then current operating circumstances resulting from tariffs and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date countermeasures; and (iivi) the Borrower has not initiated, and is not currently implementing, any change to its business or operations that would result in a material deviation from the Business Plan; (12) no Default or Event of Default shall have occurred and be continuing.continuing on the Closing Date; (d13) The there has not occurred a Tariff Trigger, a Liquidity Trigger or a Material Adverse Effect; (14) the Initial Lender shall have received copies of any Existing Debt Documents as the Initial Lender may request; (15) a currently dated letter of opinion of legal counsel to the Borrower, the other Loan Documents Parties and Pubco from all Relevant Jurisdictions, will have been delivered to the Agent and the Lenders as addressees, in form and substance satisfactory to the Initial Lender; (16) all “know your customer”, anti-money laundering, anti-terrorism or similar identification information required by the Initial Lender shall have been duly executed provided by the Borrower and(and its Subsidiaries, assuming such Loan Documents if necessary); (17) payment of the Transaction Fee and all other costs and expenses of the Initial Lender and the Agent payable on or before the Closing Date; (18) to the extent required by the rules thereof, each of the TSX and the NASDAQ shall have conditionally approved the listing of the common shares issuable upon exercise of the Warrants, pursuant to the applicable rules or regulations of the TSX and the NASDAQ, subject only to the filing of other standard documents and notice of issuance thereunder; (19) the Warrant Agreement shall have been duly executed and delivered by Pubco and the Warrants shall have been validly created, authorized, issued and delivered to the Initial Lender; (20) the Initial Lender will have received copies of all waivers and ancillary agreements required to be delivered by the executive officers of Pubco in respect of the executive compensation requirements set out in the Loan Program Agreement; (21) the Initial Lender will have received evidence satisfactory to it that Pubco has amended its clawback policy, such policy to be in form and substance satisfactory to the Initial Lender, shall ; and (22) the Borrower continues to meet the eligibility criteria for the Loan Program as set out in the Loan Application; provided that all documents delivered pursuant to this Section 3.01 will be in full force and effect against the Borrower on or prior to the Closing Date. (e) The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreement), in form and substance reasonably satisfactory to the Lender duly executed by the applicable Loan Parties (it being agreed that the Issuer Control AgreementInitial Lender, dated as of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares)acting reasonably. (f) The Lender shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by the Lender in order to comply with any “know your customer” or similar requirements under any applicable Laws relating to the prevention of money laundering or terrorist financing, including the Bank Secrecy Act as amended by the USA PATRIOT Act. (g) The Merger Agreement shall be in full force and effect.

Conditions Precedent to the Closing Date. The This Agreement shall become effective on and as of the first date (the "Closing Date") on which the following conditions precedent have been satisfied (and the obligation of the each Lender to enter into make the Loan Documents Advances hereunder is subject to the satisfaction of such conditions precedent before or concurrently with the following conditions precedent:Closing Date): (a) The Lender shall have received, a written opinion of counsel for the Loan Parties in form Administrative Agent and substance reasonably satisfactory to the Lender. (b) The Lender FFH shall have received (i) a copy of the certificate of incorporation on or formation, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and (ii) a certificate signed by an officer of each Loan Party dated as of before the Closing Date and certifying the following, each dated such day (A) that attached thereto is a true and complete copy of the operating agreement or bylaws of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of the Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate of incorporation or formation, as applicable of each Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of the Loan Parties executing any Loan Document or any other document delivered in connection herewith on behalf of the Loan Parties. (c) The Lender shall have received a certificate, dated as of the Closing Date and signed by an officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 4.2 and confirming that: (i) the representations and warranties set forth in Article III and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuing. (d) The Loan Documents shall have been duly executed by the Borrower and, assuming such Loan Documents have been duly executed by the Lender, shall be in full force and effect against the Borrower on or prior to the Closing Date. (e) The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of incorporation or formation of the Loan Parties and, if applicable in which the chief executive office of each Loan Party is located, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Lender that the Liens indicated in any such financing statement (or similar document) that are not Permitted Liens have been or will be contemporaneously released or terminated. The Lender shall have received (A) (i) evidence that the Collateral Accounts identified on Schedule I to the Pledge Agreement exist and have credited to them, respectively, the TRIP Common Shares (as defined in the Pledge Agreement) identified with respect thereto on such Schedule and (ii) Control Agreement(s) duly executed by all parties thereto other than the Lender with respect to the Collateral Accounts described in clause (i) and (B) a control agreement that provides the Lender with “control” (within the meaning of Articles 8 and 9 of the UCC) of the TRIP B Shares (as defined in the Pledge Agreementunless otherwise specified), in form and substance reasonably satisfactory to the Lender duly FFH (unless otherwise specified) and in sufficient copies for each Lender: (i) Duly executed by the applicable Loan Parties (it being agreed that the Issuer Control Agreement, dated as counterparts of the date hereof, is satisfactory to the Lender for purpose of giving the Lender “control” over the TRIP B Shares)this Agreement from each Credit Party. (fii) The Lender shall have received, Notes payable to the order of the Lenders to the extent requested in writing at least ten accordance with Section 2.09. (10iii) Business Days prior Certified copies of the resolutions of the boards of directors or shareholder(s) of each of the Borrowers and each Primary Guarantor approving the execution and delivery of this Agreement and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to the Reorganization Plan, this Agreement and each other Loan Document. (iv) A copy of the charter or other constitutive document of each Borrower and each Primary Guarantor and each amendment thereto, certified (as of a date reasonably acceptable to FFH) by the Secretary of State of the jurisdiction (or other Governmental Authority, as applicable) of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (v) A certificate of each Borrower and each Primary Guarantor signed on behalf of such Credit Party by a Responsible Officer or its secretary, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), all documentation certifying as to (A) the accuracy and completeness of the charter (or other information required by applicable formation document) of such Credit Party and the Lender absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Credit Party as in order effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to comply with in Section 3.01(a)(iv) were adopted and the absence of any “know your customer” changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending for the dissolution, liquidation or similar requirements under other termination of the existence of such Credit Party; and (D) the absence of any applicable Laws relating to event occurring and continuing, or resulting from the prevention Advance or the application of money laundering or terrorist financingproceeds, including the Bank Secrecy Act as amended by the USA PATRIOT Actif any, therefrom, that would constitute a Default. (gvi) A certificate of the Secretary or an Assistant Secretary or other appropriate officer or manager of each Borrower and each Primary Guarantor certifying the names and true signatures of the officers of such Credit Party authorized to sign this Agreement and the other documents to be delivered hereunder. (vii) The Merger Agreement Administrative Agent and FFH shall have received (A) a weekly cash bankruptcy budget for the 13-week period from the commencement of the Cases, prepared by the Credit Parties and in form and substance acceptable to the FFH in its sole discretion (the "Interim DIP Budget") and (B) draft 2008 audited consolidated financial statements of Parent and its Subsidiaries. (viii) A Notice of Borrowing for the Borrowing to be made on the Closing Date. (b) The Administrative Agent and the Lenders shall have received (i) satisfactory evidence of the entry of an order of the U.S. Bankruptcy Court substantially in the form of Exhibit C (the "Interim Order") approving, among other things, the Loan Documents, granting the Superpriority Claim status and other Liens described in Section 4.01(m), providing for an intercreditor arrangement with the secured parties under the Existing Facilities and including granting of the adequate protection described therein and (ii) satisfactory evidence of the issuance of the Initial CCAA Order substantially in the form of Exhibit D. (c) The Credit Parties shall be in compliance with the orders described in clause (b) above, which shall be in full force and effecteffect and shall not have been vacated, reversed, modified, amended or stayed without the prior written consent of the Required Lenders (which consent shall not be unreasonably withheld). (d) All of the "first day orders" (including the Interim Order and the Initial CCAA Order) entered by the Bankruptcy Courts at the time of the commencement of the Cases, related orders, and motions and other documents to be filed with and submitted to the U.S. Bankruptcy Court in connection with this Agreement shall be reasonably satisfactory in form and substance to FFH. (e) No examiner with increased powers to operate the Credit Parties' material businesses or trustee, receiver, interim receiver or receiver and manager shall have been appointed with respect to any or all of the Credit Parties or their respective properties.