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

Conditions Precedent to the Closing Date. 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 each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of such conditions precedent before or concurrently with the Closing Date): (a) The Administrative Agent shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) Duly executed counterparts of this Agreement. (ii) The Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) Security Agreement, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each 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 this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, 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 Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on 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, liquidation or other termination of the existence of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2012. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other matters as the Lenders may reasonably request (including as to Delaware corporate law matters), and (B) ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably request. (xii) Since December 31, 2012, there shall not have occurred a Material Adverse Effect. (xiii) All costs, fees and expenses (including, without limitation, legal fees and expenses for which the Borrower has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Engagement Letter, the Administrative Agent Fee Letter and the Fee Letter and payable to the Agents or the Lender Parties shall have been paid in full in cash to the extent due and payable.

Conditions Precedent to the Closing Date. This Agreement shall become effective on and as of the first date (the “The Closing Date”) on which the following conditions precedent have been satisfied (and the obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit Date hereunder is subject to the satisfaction of such conditions condition precedent that the Buyer and the Administrative Agent (as the Buyer’s assignee) shall have received, on or before or concurrently with the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date, and each in form and substance reasonably satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee): (a) The A copy of the resolutions or written consent of the board of directors or managers or other equivalent governing body of the Seller approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated thereby, certified by the Secretary or Assistant Secretary (or equivalent) of the Seller; (b) Good standing certificates, or an equivalent certificate, for the Seller issued as of a recent date reasonably acceptable to the Buyer and the Administrative Agent (as the Buyer’s assignee) by the Secretary of State, or other equivalent authority, of the jurisdiction of the Seller’s organization; (c) A certificate of the Secretary or Assistant Secretary (or equivalent) of the Seller certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Buyer and the Administrative Agent (as the Buyer’s assignee) may conclusively rely until such time as the Servicer, the Buyer and the Administrative Agent (as the Buyer’s assignee) shall have received receive from such Person a revised certificate meeting the requirements of this clause (c)); (d) The certificate or articles of incorporation, certificate of formation or other organizational document of the Seller (including all amendments and modifications thereto) duly certified by the Secretary of State, or other equivalent authority, of the jurisdiction of the Seller’s organization as of a recent date, together with a copy of the by-laws, limited liability company agreement, or equivalent governing document of the Seller (including all amendments and modifications thereto), each duly certified by the Secretary or an Assistant Secretary (or equivalent) of the Seller; (e) The forms of financing statements (Form UCC-1) that name the Seller as the debtor/seller and the Buyer as the buyer/assignee of the Receivables sold or contributed by the Seller as may be necessary or, in the Buyer’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership interest in all Receivables and Related Rights (including, without limitation, Related Security) in which an ownership or security interest has been assigned to the Buyer hereunder; (f) Written lien search results listing all effective financing statements that name the Seller as debtor or seller and that are filed in the Seller’s jurisdiction of organization, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, on or before prior to the Closing Date Initial Funding Date), shall cover any Receivable or any Related Rights which are to be sold or contributed to the followingBuyer hereunder), each dated and tax and judgment lien search results showing no evidence of such day liens filed against the Seller; (unless otherwise specified)g) Favorable opinions of counsel to the Seller, in form and substance reasonably satisfactory to the Lenders Buyer, the Administrative Agent (unless otherwise specifiedas the Buyer’s assignee), and each Group Agent; (h) and (except for the Notes) in sufficient copies for each Lender:[Reserved]; and (i) Duly executed counterparts Evidence of this Agreement. (iii) The Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) Security Agreement, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each Guarantor approving the execution and delivery by the Seller and the Buyer of this Agreement and each of the other Loan Document to which it is, or is intended Transaction Documents to be a party, executed 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 this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made delivered 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 Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on 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, liquidation or other termination of the existence of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2012. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Dateconnection herewith; and (ii) customary unaudited pro forma financial statements as that each of the conditions precedent to the Borrower execution, delivery and its Subsidiaries giving effect effectiveness of such other Transaction Documents has been satisfied to the Transactions, in each case prepared in a manner consistent with Buyer’s and the projections in the presentation provided by the Borrower dated May 29, 2013. Administrative Agent’s (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other matters as the Lenders may reasonably request (including as to Delaware corporate law matters), and (BBuyer’s assignee) ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably requestsatisfaction. (xii) Since December 31, 2012, there shall not have occurred a Material Adverse Effect. (xiii) All costs, fees and expenses (including, without limitation, legal fees and expenses for which the Borrower has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Engagement Letter, the Administrative Agent Fee Letter and the Fee Letter and payable to the Agents or the Lender Parties shall have been paid in full in cash to the extent due and payable.

Conditions Precedent to the Closing Date. This Agreement The obligation of each Lender to make Credit Extensions hereunder shall become effective on and as of the first date (such date, the “Closing Date”) on which each of the following conditions precedent have been satisfied (and the obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of such conditions precedent before or concurrently with the Closing Date):satisfied: (a) The Administrative Agent shall have received on or before the Closing Date the following, each dated such day of which shall be originals or facsimiles or in an electronic format acceptable to the Administrative Agent (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date prior to the Closing Date) and each in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) Administrative Agent and (except for each of the Notes) in sufficient copies for each LenderLenders: (i) Duly executed counterparts of this Agreement.; (ii) The Notes payable to executed by the order Borrower in favor of the Lenders to the extent requested in accordance with Section 2.16(a).each Lender requesting a Note; (iii) Security Agreement, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each 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 this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, 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 Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on 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, liquidation or other termination of the existence of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2012. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ PLLC, Weissspecial Tennessee counsel to the Borrower, Rifkind(B) ▇▇▇▇▇ ▇. ▇▇▇▇, Vice President, Transactions, SEC and Corporate Secretary to the Borrower and (C) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLPP.A., special counsel to the Loan PartiesAdministrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent; (iv) a certificate, signed by an Authorized Officer of the Borrower, certifying that (A) all representations and warranties of the Borrower contained in this Agreement and the other Credit Documents are true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in substantially all respects) as of the form Closing Date, both immediately before and after giving effect to the transactions contemplated hereby (except to the extent any such representation or warranty is expressly stated to have been made as of Exhibit D-1 heretoa specific date, in which case such representation or warranty shall be true and addressing correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such other matters as date), (B) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the Lenders may consummation of the transactions contemplated hereby, (C) no change, occurrence or development shall have occurred or become known to the Borrower since December 31, 2012 that could reasonably request (including as be expected to Delaware corporate law matters)have a Material Adverse Effect, and (D) all conditions precedent to the Closing Date set forth in this Section 3.1 have been satisfied or waived as required hereunder; (v) a certificate of the secretary or an assistant secretary of the Borrower certifying (A) that attached thereto is a true and complete copy of the articles or certificate of incorporation and all amendments thereto of the Borrower, certified as of a recent date by the Secretary of State of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (B) ▇▇▇▇▇▇▇▇that attached thereto is a true and complete copy of the bylaws of the Borrower, Loop & ▇▇▇▇▇▇▇▇as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, LLP(C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of the Borrower, Michigan counsel authorizing the execution, delivery and performance of this Agreement and the other Credit Documents, and (D) as to the Loan Parties, in substantially incumbency and genuineness of the form signature of Exhibit D-2 hereto and addressing each officer of the Borrower executing this Agreement or any of such other matters Credit Documents, and attaching all such copies of the documents described above; (vi) the Financial Condition Certificate signed by an Authorized Officer of the Borrower confirming that, as of the Lenders may reasonably requestClosing Date, after giving effect to the consummation of the transactions contemplated hereby each of the Borrower and its Subsidiaries is solvent; and (vii) a certificate as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization, from the Secretary of State of such jurisdiction. (xiib) All material governmental authorizations and third-party consents and approvals necessary in connection with the consummation of any of the transactions contemplated hereby shall have been obtained and shall remain in effect and shall not impose any restriction or condition materially adverse to the Administrative Agent or the Lenders; all applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority; and no law or regulation shall be applicable, or event shall have occurred, that seeks to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the consummation of any of the transactions contemplated hereby. (c) There shall be no action, suit, proceeding or investigation (whether previously existing, newly instituted or threatened) before, and no order, injunction or decree shall have been entered by, any court, arbitrator or other Governmental Authority, in each case seeking to enjoin, restrain, restrict, set aside or prohibit, to impose material conditions upon, or to obtain substantial damages in respect of, the consummation of any of the transactions contemplated hereby or that has, or could reasonably be expected to have, a Material Adverse Effect. (d) The Administrative Agent shall have received copies of the financial statements referred to in Section 4.12. (e) Since December 31, 2012, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, there shall not have occurred (i) a Material Adverse Effect or (ii) any event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect. (xiiif) All costsThe Borrower shall have paid (i) to the Arrangers and the Administrative Agent, the fees required under the Fee Letters to be paid to it on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Fee Letters, and (iii) all other fees and reasonable expenses (includingof the Arrangers, without limitationthe Administrative Agent, legal fees the L/C Agent, the Fronting Bank and expenses for which the Borrower has received an invoice at least one (1) day Lenders required hereunder or under any other Credit Document to be paid on or prior to the Closing DateDate (including reasonable fees and expenses of counsel) in connection with this Agreement, the other Credit Documents and the transactions contemplated hereby. (g) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer of the Borrower, including wire transfer information, directing the payment of the proceeds of the Loans to be made hereunder. (h) The Administrative Agent shall have received from the Borrower all documentation and other compensation contemplated information requested by the Engagement Letter, the Administrative Agent Fee Letter that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Fee Letter PATRIOT Act. (i) Each of the Administrative Agent and payable each Lender shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby consistent with those customarily found in similar financings. Without limiting the generality of the provisions of Section 9.4, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Agents or the Lender Parties shall have been paid in full in cash to the extent due and payableproposed Closing Date specifying its objection thereto.

Conditions Precedent to the Closing Date. 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 each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of such conditions precedent before or concurrently with the Closing Date): (a) The Administrative Agent shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) Duly executed counterparts of this Agreement. (ii) The Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) The Security Agreement, together with evidence that all other action actions that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each 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 this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, 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 Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on 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, liquidation or other termination of the existence of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2012. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other matters as the Lenders may reasonably request (including as to Delaware corporate law matters), and (B) ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably request. (xii) Since December 31, 2012, there shall not have occurred a Material Adverse Effect. (xiii) All costs, fees and expenses (including, without limitation, legal fees and expenses for which the Borrower has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Engagement Letter, the Administrative Agent Fee Letter and the Fee Letter and payable to the Agents or the Lender Parties shall have been paid in full in cash to the extent due and payable.as

Conditions Precedent to the Closing Date. 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 The obligation of each Lender to make an Advance or (including a Swing Line Advance), and the obligation of the each Issuing Bank to issue a Issue each Letter of Credit Credit, in each case, on the occasion Closing Date shall be subject to satisfaction of each of the Initial Extension of Credit hereunder is subject to conditions set forth in Section 5.03 below and the satisfaction of such following conditions precedent before in each case on or concurrently with the Closing Date):prior to December 31, 2020: (a) The Administrative Effective Date shall have occurred. (b) The Agent shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), following in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each LenderAgent: (i) Duly executed counterparts of this Agreement. (ii) The Notes payable notes to the order of the Lenders to the extent requested in accordance with by any Lender no later than three Business Days prior to the Closing Date pursuant to Section 2.16(a4.04(d). (iiiii) Duly executed copies of (A) the U.S. Security Agreement, together with evidence that to be dated the Closing Date, and all other action exhibits and schedules thereto, (B) the Canadian Security Agreements, to be dated the Closing Date (provided that the Collateral Agent deed of movable hypothec may be dated prior to the Closing Date), and all exhibits and schedules thereto, and (C) the Intellectual Property Security Agreements, to be dated the Closing Date in form and substance reasonably deem necessary or desirable in order satisfactory to perfect Agent, and protect the liens all exhibits and security interests created under the Collateral Documents and the required priority thereof has been takenschedules thereto. (iviii) Certified copies of the resolutions of the boards Board of directors of each of the Borrower and each 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 this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, 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 Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on which the resolutions of the board of directors 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, liquidation or other termination each Loan Party approving transactions of the existence type by each of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including or a certificate of the migration Secretary or an Assistant Secretary of any Existing Letters of CreditLead Borrower certifying such resolutions delivered on the Effective Date pursuant to Section 5.01(a)(ii) or the application of proceeds, if any, therefrom, that would constitute a Default; remain in full force and (F) the absence of a Material Adverse Effect since December 31, 2012effect). (viiiv) A copy of a certificate of the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of organization of each U.S. Loan Party listing (or, as regards a Canadian Guarantor, a certificate of the Secretary or an Assistant Secretary of each Canadian Guarantor certifying a copy of) the certificate or articles of incorporation (or similar Constitutive Document) of each such Loan Party and each amendment thereto on file in the office of such Secretary of State (or such Governmental Authority) (or certifying that there have been no changes to such Person’s certificate or articles of incorporation (or similar constitutive document) since the Effective Date) and (A) certifying that such amendments are the only amendments to such Person’s certificate or articles of incorporation (or similar constitutive document) on file in such office, (B) as regards U.S. Loan Parties, certifying if customarily available in such jurisdiction, that such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) as regards U.S. Loan Parties, certifying that such Person is duly organized and is in good standing under the laws of the jurisdiction of its organization. The Canadian Guarantors shall deliver a certificate as to the good standing (or local equivalent) of each Canadian Guarantor (to the extent available in the relevant jurisdiction) as of a recent date, from the applicable Governmental Authority in the jurisdiction of organization, incorporation or formation of such Canadian Guarantor). (v) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement each Loan Document to which it is a party and the other documents to be delivered hereunderhereunder (or certifying no change to the certificate delivered on the Effective Date pursuant to Section 5.01(a)(v)). (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xivi) A favorable opinion of (A) ▇▇▇▇▇▇▇▇, Weiss▇▇▇▇▇▇, Rifkind▇▇▇▇▇ & ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇ LLP, special counsel to the Loan Parties, in substantially each case in a form reasonably acceptable to the form Agent and addressed to the Agent, the Issuing Banks and each of Exhibit D-1 heretothe Lenders. (vii) Except to the extent that the Agent reasonably agrees that such conditions may be satisfied within a post-closing period to be set forth on Schedule 7.01(p) (which may be supplemented on the Closing Date with the approval of the Agent, and addressing such other matters as the Lenders may reasonably request (including as not to Delaware corporate law mattersbe unreasonably withheld, conditioned or delayed), (1) the Perfection Certificate and all agreements, documents, filings, recordations and lien searches reasonably necessary or requested by the Agent in connection with the creation, perfection and priority of the Liens in favor of the Agent, for the benefit of the Secured Parties, securing the Obligations shall have been duly executed, and/or made; (2) all filing and recording fees and taxes shall have been duly paid and (B3) ▇▇▇▇▇▇▇▇the Agent shall be satisfied with the amount, Loop & ▇▇▇▇▇▇▇▇types and terms and conditions of all insurance maintained by Holdings and its Subsidiaries.. (viii) A certificate of a Responsible Officer of Lead Borrower to the effect set forth in Section 5.02(c), LLP5.02(d), Michigan counsel 5.02(g), 5.03(a) and 5.03(b) below. (ix) A certificate of the chief financial officer of Holdings to the effect that, after giving effect to the Transactions and the incurrence of any Revolving Credit Advances made and Letters of Credit issued on the Closing Date, (x) Holdings and its Subsidiaries, on a Consolidated basis, are Solvent and (y) each of the Canadian Guarantors, on an individual basis, is Solvent. (c) There shall not have occurred since December 31, 2019 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Change. (d) There shall not be any action, suit, investigation or proceeding pending or, to the knowledge of the Loan Parties, threatened in substantially the form of Exhibit D-2 hereto any court or before any arbitrator or Governmental Authority that is reasonably likely to be adversely determined, and addressing such other matters as the Lenders may if, adversely determined could reasonably request. (xii) Since December 31, 2012, there shall not be expected to have occurred a Material Adverse Effect. (xiiie) All costs, Lead Borrower shall have paid all documented accrued fees and expenses of the Agent and the Lenders (including, without limitation, legal including the documented accrued fees and expenses for which of counsel to the Borrower has received an invoice at least one Agent). (1f) day prior The Refinancing shall have been (or substantially concurrently shall be) consummated. (g) After giving effect to (i) any Revolving Credit Advance funded on the Closing Date and (ii) all Letters of Credit to be issued at, or immediately subsequent to, the Closing Date, Availability plus the amount of cash and Cash Equivalents of Lead Borrower and its Restricted Subsidiaries shall be not less than $150.0 million. (h) and other compensation contemplated by The Agent shall have received a Borrowing Base Certificate dated the Engagement LetterClosing Date, the Administrative Agent Fee Letter and the Fee Letter and payable relating to the Agents or the Lender Parties shall have been paid in full in cash to the extent due Fiscal Month ended on October 30, 2020, and payableexecuted by a Responsible Officer of Lead Borrower.

Conditions Precedent to the Closing Date. This Agreement shall become effective on and as of the first date (the “The Closing Date”) on which the following conditions precedent have been satisfied (and the obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit Date hereunder is subject to the satisfaction of such conditions condition precedent that the Buyer, the Borrower and the Administrative Agent (as the Borrower’s assignee) shall have received, on or before or concurrently with the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date, and each in form and substance reasonably satisfactory to the Buyer, the Borrower and the Administrative Agent (as the Borrower’s assignee): (a) The A copy of the resolutions or written consent of the board of directors or managers or other equivalent governing body of each Originator approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated thereby, certified by the Secretary or Assistant Secretary (or equivalent) of such Originator; (b) Good standing certificates, or an equivalent certificate, for each Originator issued as of a recent date reasonably acceptable to the Buyer, the Borrower and the Administrative Agent (as the Borrower’s assignee) by the Secretary of State, or other equivalent authority, of the jurisdiction of such Originator’s organization; (c) A certificate of the Secretary or Assistant Secretary (or equivalent) of each Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Buyer, the Borrower and the Administrative Agent (as the Borrower’s assignee) may conclusively rely until such time as the Servicer, the Buyer, the Borrower and the Administrative Agent (as the Borrower’s assignee) shall have received receive from such Person a revised certificate meeting the requirements of this clause (c)); (d) The certificate or articles of incorporation, certificate of formation or other organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State, or other equivalent authority, of the jurisdiction of such Originator’s organization as of a recent date, together with a copy of the by-laws, limited liability company agreement, or equivalent governing document of such Originator (including all amendments and modifications thereto), each duly certified by the Secretary or an Assistant Secretary (or equivalent) of such Originator; (e) The forms of financing statements (Form UCC-1) that name each Originator as the debtor/seller and the Buyer as the buyer/assignee of the Receivables sold by such Originator as may be necessary or, in the Buyer’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership interest in all Receivables and Related Rights (including, without limitation, Related Security) in which an ownership or security interest has been assigned to the Buyer hereunder; (f) Written lien search results listing all effective financing statements that name the Originators as debtors or sellers and that are filed in each Originator’s jurisdiction of organization, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, on or before prior to the Closing Date Initial Funding Date), shall cover any Receivable or any Related Rights which are to be sold to the followingBuyer hereunder), each dated and tax and judgment lien search results showing no evidence of such day liens filed against any Originator; (unless otherwise specified)g) Favorable opinions of counsel to the Originators, in form and substance reasonably satisfactory to the Lenders Buyer, the Borrower, the Administrative Agent (unless otherwise specifiedas the Borrower’s assignee), and each Group Agent; (h) and (except for the Notes) in sufficient copies for each Lender:[Reserved]; and (i) Duly executed counterparts Evidence of this Agreement. (iii) The Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) Security Agreement, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each Guarantor approving the execution and delivery by each Originator and the Buyer of this Agreement and each of the other Loan Document to which it is, or is intended Transaction Documents to be a party, executed 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 this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made delivered 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 Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on 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, liquidation or other termination of the existence of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2012. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Dateconnection herewith; and (ii) customary unaudited pro forma financial statements as that each of the conditions precedent to the Borrower execution, delivery and its Subsidiaries giving effect effectiveness of such other Transaction Documents has been satisfied to the TransactionsBuyer’s, in each case prepared in a manner consistent with the projections in Borrower’s and the presentation provided by the Borrower dated May 29, 2013. Administrative Agent’s (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other matters as the Lenders may reasonably request (including as to Delaware corporate law matters), and (BBorrower’s assignee) ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably requestsatisfaction. (xii) Since December 31, 2012, there shall not have occurred a Material Adverse Effect. (xiii) All costs, fees and expenses (including, without limitation, legal fees and expenses for which the Borrower has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Engagement Letter, the Administrative Agent Fee Letter and the Fee Letter and payable to the Agents or the Lender Parties shall have been paid in full in cash to the extent due and payable.

Conditions Precedent to the Closing Date. 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 The obligation of each Lender to make an Advance or Loans and the effectiveness of this Agreement are subject to the prior satisfaction of each of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject following conditions, in each case to the satisfaction of such conditions precedent before the Administrative Agent and each of the Lenders (unless waived pursuant to Section 9.12(a)) on or concurrently with prior to the Closing Date):: (a) The Administrative Agent shall have received on or before Delivery to the Closing Date Agents of each of the followingfollowing Financing Documents, each dated such day (unless otherwise specified), in form duly executed and substance reasonably satisfactory to delivered by the Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lenderparties thereto: (i) Duly executed counterparts this Agreement; (ii) the CADA; (iii) the Member Pledge; (iv) the Security Agreement; (v) the Fee Letters; (vi) the Tax Equity Required Consents (if any); (vii) the LLC Agreements (amended and restated to comply with the provisions of this Agreement, as necessary); and (viii) 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, other than those representations and warranties which are modified by materiality by their own terms, which shall be true and correct in all 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). (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 Default or an Event of Default under this Agreement. (iid) The Notes payable Delivery to the order Administrative Agent and each Lender of the Lenders following: (i) an omnibus secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from Borrower Member, signed by an authorized Responsible Officer and dated as of the Closing Date, attaching and certifying as to the Organizational Documents of each Loan Party (which, to the extent requested in accordance filed with Section 2.16(aa Governmental Authority, shall be certified as of a recent date by such Governmental Authority). (iii) Security Agreement, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order and attaching and certifying as to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors governing body of each of the Borrower and each 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 this AgreementParty, the other Transactions and each other Loan Document. (v) A copy of the charter good standing, existence or other constitutive document its equivalent of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction incumbency of its incorporation one or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate more Responsible Officers of each Loan Party signed on behalf of such Loan Party Party; *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission (ii) an certificate executed by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true on and as Officer of the Closing Date), Borrower certifying as to (A) the accuracy representations and completeness warranties made by each Loan Party in each Financing Document to which it is a party being true and correct in all material respects as of the charter Closing Date (unless such representation or other applicable formation document) warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such Loan Party and the absence of any changes thereto; earlier date), (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on 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 Default or an Event of which shall be attached to such certificate); Default, (C) the absence of any proceeding known to be pending for the dissolution, liquidation or other termination of the existence of such Loan Party; (Dx) the accuracy in all material respects of the representations and warranties made breach by such any Loan Party in the Loan of any Material Project Documents to which it is or is to be a party as though made on or (y) breach of any Other Documents that could have a Material Adverse Effect, (D) the absence of any Bankruptcy Event with respect to any Loan Party and any Subject Fund in which such Loan Party owns an interest, and (E) 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) a certificate executed by a Responsible Officer of the Borrower certifying to (A) the absence of a Default or an Event of Default with respect to Borrower Member or Vivint Solar Parent, (B) the absence of any Bankruptcy Event with respect to Borrower Member or Vivint Solar Parent; (iv) an opinion, dated as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2012. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇ LLP, counsel to the Loan Parties, in substantially form and substance reasonably acceptable to the form Agents and each Lender; and (v) an opinion, dated as of Exhibit D-1 heretothe Closing Date, and addressing such other matters as the Lenders may reasonably request (including as to Delaware corporate law matters), and (B) of ▇▇▇▇▇▇▇ ▇▇, Loop ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇ LLP, Michigan special bankruptcy counsel to the Loan Parties, in substantially form and substance reasonably acceptable to the form of Exhibit D-2 hereto Agents and addressing such other matters as the Lenders may reasonably requesteach Lender. (xiie) Since December 31The Collateral Documents shall have been duly executed and delivered by each Loan Party that is to be a party thereto, 2012together with (x) certificates representing the Equity Interests of the Borrower, there shall not have occurred a Material Adverse Effectthe Equity Interests of each Managing Member and each Equity Interest owned by any Managing Member in another Person accompanied, in each case, by undated stock powers executed in blank and (y) documents and instruments to be recorded or filed that the Administrative Agent may deem reasonably necessary to perfect, record and file in the appropriate jurisdictions. (xiiif) All costsThe Administrative Agent and the Collateral Agent shall have received (A) searches of UCC filings in the jurisdiction of incorporation or formation, fees as applicable, of each Loan Party and expenses each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (includingfor the benefit of the Secured Parties) in the Collateral, without limitation(B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (C) copies of tax lien, legal fees judgment and expenses for which the Borrower has received an invoice at least one bankruptcy searches in such jurisdictions. (1g) day prior The UCC financing statements relating to the Collateral being secured as of the Closing Date) and other compensation contemplated by the Engagement Letter, the Administrative Agent Fee Letter and the Fee Letter and payable to the Agents or the Lender Parties Date shall have been paid duly filed in full each office and in cash each jurisdiction where required in order to create and perfect the extent due first Lien and payable.security interest set forth in the Collateral *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission

Conditions Precedent to the Closing Date. 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 The obligation of each Lender to make an Advance or (including a Swing Line Advance), and the obligation of the each Issuing Bank to issue a Issue each Letter of Credit Credit, in each case, on the occasion Closing Date shall be subject to satisfaction of each of the Initial Extension of Credit hereunder is subject to conditions set forth in Section 5.03 below and the satisfaction of such following conditions precedent before in each case on or concurrently with the Closing Date):prior to December 31, 2020: (a) The Administrative Effective Date shall have occurred. (b) The Agent shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), following in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each LenderAgent: (i) Duly executed counterparts of this Agreement. (ii) The Notes payable notes to the order of the Lenders to the extent requested in accordance with by any Lender no later than three Business Days prior to the Closing Date pursuant to Section 2.16(a4.04(d). (iiiii) Duly executed copies of (A) the U.S. Security Agreement, together with evidence that to be dated the Closing Date, and all other action exhibits and schedules thereto, (B) the Canadian Security Agreements, to be dated the Closing Date (provided that the Collateral Agent deed of movable hypothec may be dated prior to the Closing Date), and all exhibits and schedules thereto, and (C) the Intellectual Property Security Agreements, to be dated the Closing Date in form and substance reasonably deem necessary or desirable in order satisfactory to perfect Agent, and protect the liens all exhibits and security interests created under the Collateral Documents and the required priority thereof has been takenschedules thereto. (iviii) Certified copies of the resolutions of the boards Board of directors of each of the Borrower and each 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 this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, 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 Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on which the resolutions of the board of directors 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, liquidation or other termination each Loan Party approving transactions of the existence type by each of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including or a certificate of the migration Secretary or an Assistant Secretary of any Existing Letters of CreditLead Borrower certifying such resolutions delivered on the Effective Date pursuant to Section 5.01(a)(ii) or the application of proceeds, if any, therefrom, that would constitute a Default; remain in full force and (F) the absence of a Material Adverse Effect since December 31, 2012effect). (viiiv) A copy of a certificate of the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of organization of each U.S. Loan Party listing (or, as regards a Canadian Guarantor, a certificate of the Secretary or an Assistant Secretary of each Canadian Guarantor certifying a copy of) the certificate or articles of incorporation (or similar Constitutive Document) of each such Loan Party and each amendment thereto on file in the office of such Secretary of State (or such Governmental Authority) (or certifying that there have been no changes to such Person’s certificate or articles of incorporation (or similar constitutive document) since the Effective Date) and (A) certifying that such amendments are the only amendments to such Person’s certificate or articles of incorporation (or similar constitutive document) on file in such office, (B) as regards U.S. Loan Parties, certifying if customarily available in such jurisdiction, that such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) as regards U.S. Loan Parties, certifying that such Person is duly organized and is in good standing under the laws of the jurisdiction of its organization. The Canadian Guarantors shall deliver a certificate as to the good standing (or local equivalent) of each Canadian Guarantor (to the extent available in the relevant jurisdiction) as of a recent date, from the applicable Governmental Authority in the jurisdiction of organization, incorporation or formation of such Canadian Guarantor). (v) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement each Loan Document to which it is a party and the other documents to be delivered hereunderhereunder (or certifying no change to the certificate delivered on the Effective Date pursuant to Section 5.01(a)(v)). (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xivi) A favorable opinion of (A) ▇▇▇▇▇▇▇▇, Weiss▇▇▇▇▇▇, Rifkind▇▇▇▇▇ & ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇ LLP, special counsel to the Loan Parties, in substantially each case in a form reasonably acceptable to the form Agent and addressed to the Agent, the Issuing Banks and each of Exhibit D-1 heretothe Lenders. (vii) Except to the extent that the Agent reasonably agrees that such conditions may be satisfied within a post-closing period to be set forth on Schedule 7.01(p) (which may be supplemented on the Closing Date with the approval of the Agent, and addressing such other matters as the Lenders may reasonably request (including as not to Delaware corporate law mattersbe unreasonably withheld, conditioned or delayed), (1) the Perfection Certificate and all agreements, documents, filings, recordations and lien searches reasonably necessary or requested by the Agent in connection with the creation, perfection and priority of the Liens in favor of the Agent, for the benefit of the Secured Parties, securing the Obligations shall have been duly executed, and/or made; (2) all filing and recording fees and taxes shall have been duly paid and (B3) ▇▇▇▇▇▇▇▇the Agent shall be satisfied with the amount, Loop & ▇▇▇▇▇▇▇▇types and terms and conditions of all insurance maintained by Holdings and its Subsidiaries. (viii) A certificate of a Responsible Officer of Lead Borrower to the effect set forth in Section 5.02(c), LLP5.02(d), Michigan counsel 5.02(g), 5.03(a) and 5.03(b) below. (ix) A certificate of the chief financial officer of Holdings to the effect that, after giving effect to the Transactions and the incurrence of any Revolving Credit Advances made and Letters of Credit issued on the Closing Date, (x) Holdings and its Subsidiaries, on a Consolidated basis, are Solvent and (y) each of the Canadian Guarantors, on an individual basis, is Solvent. (c) There shall not have occurred since December 31, 2019 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Change. (d) There shall not be any action, suit, investigation or proceeding pending or, to the knowledge of the Loan Parties, threatened in substantially the form of Exhibit D-2 hereto any court or before any arbitrator or Governmental Authority that is reasonably likely to be adversely determined, and addressing such other matters as the Lenders may if, adversely determined could reasonably request. (xii) Since December 31, 2012, there shall not be expected to have occurred a Material Adverse Effect. (xiiie) All costs, Lead Borrower shall have paid all documented accrued fees and expenses of the Agent and the Lenders (including, without limitation, legal including the documented accrued fees and expenses for which of counsel to the Borrower has received an invoice at least one Agent). (1f) day prior The Refinancing shall have been (or substantially concurrently shall be) consummated. (g) After giving effect to (i) any Revolving Credit Advance funded on the Closing Date and (ii) all Letters of Credit to be issued at, or immediately subsequent to, the Closing Date, Availability plus the amount of cash and Cash Equivalents of Lead Borrower and its Restricted Subsidiaries shall be not less than $150.0 million. (h) and other compensation contemplated by The Agent shall have received a Borrowing Base Certificate dated the Engagement LetterClosing Date, the Administrative Agent Fee Letter and the Fee Letter and payable relating to the Agents or the Lender Parties shall have been paid in full in cash to the extent due Fiscal Month ended on October 30, 2020, and payableexecuted by a Responsible Officer of Lead Borrower.

Conditions Precedent to the Closing Date. This Agreement shall become effective on and as The obligation of the first date (Lender to make the “Closing Date”) on which Initial Term Loan shall be subject to the following conditions precedent have been satisfied (and the obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of such conditions precedent before or concurrently with the Closing Date):precedent: (a) The Administrative Agent this Agreement has been duly executed and delivered by the Borrower, each Guarantor and the Lender; (b) the Closing Date shall occur on or before December 31, 2014; (c) Lender shall have received on or before each of the Closing Date the following, each dated such day (unless otherwise specified)following documents, in form and substance reasonably satisfactory to the Lenders Lender, duly executed (unless otherwise specified) to the extent applicable), and (except for the Notes) each such document shall be in sufficient copies for each Lenderfull force and effect: (i) Duly executed counterparts the Pledge Agreement, together with all certificates representing the shares of this Agreement.Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank; (ii) The one or more Term Notes payable aggregating to the order principal amount of the Lenders to the extent requested in accordance with Section 2.16(a).Initial Term Loan; (iii) Security Agreementa certificate from the Secretary of each Credit Party (A) attesting to the resolutions of such Credit Party’s Board of Directors authorizing its execution, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect delivery, and protect the liens and security interests created under the Collateral Documents performance of this Agreement and the required priority thereof has been taken.other Loan Documents to which such Credit Party is a party, (B) authorizing specific officers of such Credit Party to execute the same, and (C) attesting to the incumbency and signatures of such specific officers of such Credit Party; (iv) Certified copies of each Credit Party’s Governing Documents, as amended, modified, or supplemented to the resolutions Funding Date, certified by the Secretary of such Credit Party; (v) a certificate of status with respect to Borrower, dated not earlier than 10 days prior to the Closing Date, such certificate to be issued by the appropriate officer of the boards jurisdiction of directors organization of each Borrower, which certificate shall indicate that such Borrower is in good standing in such jurisdiction; and (vi) a reporting addendum (the “Reporting Addendum”) containing the information required by Sections 5.3, 5.5(a), 5.5(b), 5.6(b), 5.8, 5.12, 5.15, 5.17 and 7.1. (d) The Lender shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.5, the form and substance of which shall be satisfactory to The Lender; (e) Borrower shall have paid all Lender Expenses incurred in connection with the transactions evidenced by this Agreement; (f) Borrower and each Guarantor approving of its Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by Borrower or its Subsidiaries of the Loan Document or with the consummation of the transactions contemplated thereby; (g) the representations and warranties contained in this Agreement and each the other Loan Document to which it is, or is intended to Documents shall 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 this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true all material respects on and as of the Closing Date), certifying as to (A) the accuracy and completeness of the charter (or other applicable formation document) date of such Loan Party and the absence extension of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on 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 dissolutioncredit, liquidation or other termination of the existence of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and except to the application extent that such representations and warranties relate solely to an earlier date); (h) no Default or Event of proceeds, if any, therefrom; (E) the absence of any event occurring Default shall have occurred and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made continuing on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2012. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers date of such Loan Party authorized to sign this Agreement and extension of credit, nor shall either result from the other documents to be delivered hereunder.making thereof; (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Dateno injunction, audited financial statements writ, restraining order, or other order of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactionsany nature restricting or prohibiting, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one directly or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other matters as the Lenders may reasonably request (including as to Delaware corporate law matters), and (B) ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably request. (xii) Since December 31, 2012, there shall not have occurred a Material Adverse Effect. (xiii) All costs, fees and expenses (including, without limitation, legal fees and expenses for which the Borrower has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Engagement Letterindirectly, the Administrative Agent Fee Letter and the Fee Letter and payable to the Agents or the Lender Parties extending of such credit shall have been paid issued and remain in full in cash to force by any Governmental Authority against any Credit Party, the extent due and payableLender, or any of their Affiliates; and (j) no Material Adverse Change shall have occurred.

Conditions Precedent to the Closing Date. This Agreement shall become effective on and as The effectiveness of the first date (the “Closing Date”) on which the following conditions precedent have been satisfied (this Agreement, and the obligation of each Lender to make an Advance or of the any Issuing Bank to issue a Letter of Credit on Credit, and the occasion occurrence of the Initial Extension of Credit hereunder Closing Date, is subject to the satisfaction of such the following conditions precedent before or concurrently with the Closing Date):precedent: (a) The Administrative Agent shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Lenders Joint Lead Arrangers and the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each LenderLender Party: (i) Duly executed counterparts of this Agreement. (ii) The Notes payable to the order of the Lenders to the extent timely requested in accordance with by such Lenders, pursuant to Section 2.16(a)2.16. (ii) The Administrative Agent shall have received a copy of this Agreement duly executed and delivered by each party thereto. (iii) Security Agreement, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of (A) the resolutions of the boards board of directors or of each the members or managers of the Borrower and each Guarantor approving the execution execution, delivery and delivery performance of this Agreement and each other Loan Document to which it is, or is intended to be a partyDocument, and of (B) all documents evidencing other necessary constitutive corporate action and, if any, material and governmental and other third party approvals and consents, if any, with respect to this Agreement, Agreement and the other Transactions and each other Loan Document.Documents. 76 SDI – Credit Agreement (viv) A copy of a certificate of the charter Secretary of State of the jurisdiction of incorporation or other constitutive document organization of each Loan Party the Borrower, dated reasonably near the Closing Date, certifying (A) as to a true and correct copy of the charter, articles of incorporation or articles of organization, as the case may be (“Organizational Documents”) of the Borrower and each amendment thereto, certified thereto on file in such Secretary’s office and (as of a date reasonably acceptable B) that (1) such amendments are the only amendments to the Administrative AgentBorrower’s Organizational Documents on file in such Secretary’s office, (2) by if applicable, the Secretary Borrower has paid all franchise taxes to the date of such certificate and (C) the Borrower is duly incorporated or organized and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (viv) A certificate of each Loan Party the Borrower, signed on behalf of such Loan Party the Borrower by a Responsible Officer, dated the date of 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 Loan Party and the absence of any changes thereto; amendments to the Organizational Documents of the Borrower since the date of the Secretary of State’s certificate referred to in Section 3.01(a)(iv), (B) the accuracy a true and completeness correct copy of the bylaws (or other applicable organizational document) operating agreement, as applicable, of such Loan Party the Borrower as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in Section 3.01(a)(iv3.01(a)(iii) were adopted and on the date of the Closing Date, (C) the due incorporation/organization and good standing or valid existence of the Borrower as a corporation or limited liability company organized under the laws of the jurisdiction of its incorporation or organization, 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, dissolution or liquidation or other termination of the existence of such Loan Party; Borrower, (D) (x) the accuracy in all material respects truth of the representations and warranties made by such Loan Party contained in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all date of the Borrowings Closing Date and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (Ey) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefromDate, that would constitute constitutes a Default; Default and (FE) the absence of a Material Adverse Effect since December 31, 2012current Debt Ratings. (viivi) A certificate of a Responsible Officer of the Secretary or an Assistant Secretary of each Loan Party Borrower certifying the names and true signatures of the officers of such Loan Party the Borrower authorized to sign this Agreement each Loan Document to which it is or is to be a party and the other documents to be delivered hereunderhereunder and thereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xivii) A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇B▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, LLP counsel to for the Loan PartiesBorrower, in substantially the form of Exhibit D-1 hereto, D hereto and addressing as to such other matters as the Lenders may reasonably request (including as to Delaware corporate law matters), and (B) ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, Michigan counsel to Administrative Agent or the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders Joint Lead Arrangers may reasonably request. (xiiviii) Since Evidence satisfactory to the Administrative Agent and the Joint Lead Arrangers that a nationally recognized Process Agent shall have been appointed as Process Agent under Section 8.12 hereof. (b) There has been no event or condition since December 31, 20122022 that has had or could be reasonably expected to have, there shall not have occurred either individually or in the aggregate, a Material Adverse Effect. 77 SDI – Credit Agreement (c) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document, and there shall have been no adverse change in the status, or financial effect on, the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (xiiid) All costsThe Borrower shall have paid (i) all accrued fees of the Joint Lead Arrangers, the Administrative Agent and the Lender Parties and all accrued expenses of the Joint Lead Arrangers (including the accrued fees and expenses of counsel to the Joint Lead Arrangers and the Administrative Agent, and local counsel to the Lender Parties), and (includingii) all accrued and unpaid interest, without limitationfees, legal fees expenses, and expenses reimbursement Obligations pursuant to the terms of the Existing Credit Agreement or otherwise due in respect of the Existing Credit Facilities. (e) All advances and other amounts owing under the Existing Credit Agreement shall have been repaid in full. The commitments under the Existing Credit Agreement shall have terminated and the letters of credit issued thereunder shall have been canceled or the reimbursement of draws thereunder provided for which in a manner acceptable to the Borrower has received an invoice Administrative Agent (it being understood that treating such letters of credit as Existing Letters of Credit hereunder is acceptable to the Administrative Agent), and all guaranties, if any, supporting any Debt under the Existing Credit Agreement shall have been fully released and terminated. (f) The Administrative Agent and the Lender Parties shall have received, at least one three (13) day Business Days prior to the Closing Date) , an executed Certificate of Beneficial Ownership (in form and other compensation contemplated by the Engagement Letter, substance acceptable to the Administrative Agent Fee Letter and the Fee Letter each Lender Party), and payable shall have received, at least three (3) Business Days prior to the Agents or the Lender Parties shall have been paid in full in cash Closing Date all other documentation and other information requested at least seven (7) days prior to the extent due Closing Date in connection with applicable “know your customer” and payableanti-money laundering rules and regulations, including the Patriot Act.

Conditions Precedent to the Closing Date. 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 The obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder available its respective Commitment is subject to the satisfaction of such each of the following conditions precedent before or concurrently with the Closing Date):precedent: (a) The Administrative Agent shall Agents and the Lenders have received on or before the Closing Date each of the following, in each dated such day (unless otherwise specified), case in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) Agents and (except for the Notes) in sufficient copies for each LenderLenders: (i) Duly each Credit Document required by the Lenders in their sole discretion to be delivered on the Closing Date, executed counterparts and delivered by each of this Agreement.the parties thereto; (ii) The Notes payable to the order judgment lien, tax lien and UCC searches, and such other searches of the records of Government Instrumentalities as the Lenders may require, performed with respect to Borrower and the extent requested Affiliates in accordance with Section 2.16(a).all relevant jurisdictions; (iii) Security Agreement, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable legal opinion of Borrower's Counsel in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken.form of Exhibit 3.1 (a) (iii); (iv) Certified copies the legal opinion of the resolutions of the boards of directors of each of the Borrower and each 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 this Agreement, the other Transactions and each other Loan Document.Lenders' Counsel; (v) A copy of the charter or such other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, legal opinions as the case Agents or the Lenders may be, thereof as being a true and correct copy thereof.require; (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to certified copies of: (A) the accuracy and completeness Organizational Documents of the charter (or other applicable formation document) of such Loan Party Guarantor, NEO, Borrower and the absence of any changes thereto; Affiliates; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred good standing certificates with respect to in Section 3.01(a)(iv) were adopted Guarantor, NEO, Borrower and the absence of any changes thereto Affiliates dated no earlier than thirty (a copy of which shall be attached to such certificate); 30) days before the Closing Date; (C) the absence of any proceeding known to be pending incumbency certificates for the dissolutionsignatories of Guarantor, liquidation or other termination NEO, Borrower and the Affiliates and resolutions of Guarantor, NEO, Borrower and the existence of such Loan Party; Affiliates approving the Documents and the transactions contemplated thereby; (D) unaudited financial statements of NEO for the accuracy in all material respects of the representations and warranties made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since fiscal year ended December 31, 2012. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names 1996 and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, all subsequent quarterly financial statements available on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of Borrower for the fiscal year ended December 31, 1996 and all subsequent quarterly financial statements available on the Closing Date, and pro forma balance sheets of the Affiliates as of the Closing Date; and (E) all Project Documents in effect on the Closing Date and which are listed in Schedule I as having been executed; (vii) certificates of officers of Guarantor, NEO, Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days Affiliate certifying that: (A) all Documents executed by such Person on or prior to the Closing DateDate are in full force and effect, such Person and, to the best knowledge of such Person after due inquiry, the Project Parties are in compliance with all covenants and provisions thereof, and no breach or event of default (or any event that would become a breach or event of default with the giving of notice or passage of time or both) has occurred and is continuing under any such Document; (B) all representations and warranties of such Person contained in the Documents are true, correct and complete; (C) all financial statements and information relating to such Person provided to the Lenders, taken as a whole, are true, correct and complete; each balance sheet fairly presents the financial position of the Person to which it relates as at the date indicated and was prepared in accordance with GAAP except as specifically noted therein; no material adverse change in the condition or operation, financial or otherwise, of such Person has occurred since July 31, 1997; and (ii) customary unaudited pro forma the financial statements as (including any notes thereto) provided to the Borrower and its Subsidiaries giving effect Lenders disclose all liabilities, contingent or otherwise, of such Person; and (D) no act, event or circumstance has occurred with respect to the TransactionsProjects or such Person or, in each case prepared in to the best knowledge of such Person after due inquiry, the Project Parties which has had or could have a manner consistent with Material Adverse Effect or a material adverse effect on the projections in availability or pricing of financing for the presentation provided Projects; (viii) [RESERVED] (ix) copies of all Required Approvals obtained on or prior to the Closing Date by or on behalf of Borrower or the Borrower dated May 29, 2013.Affiliates; (x) To a written report of the extent applicableEngineer opining favorably, a Notice to the best of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issuedthe Engineer's knowledge and except as otherwise noted in such report, on the relevant technical aspects of the Projects, except as otherwise noted in the report, including without limitation historical and projected Project availability and useful life, projected operation and maintenance costs (including, that the costs of operation and maintenance of the Projects, as detailed in the Closing Date.Pro Forma are consistent with market practice), maintenance plans and schedules, terms of the Project Documents, Required Approvals, expected landfill gas production, expected availability, net capacity degradation (if any), the ability of the Projects to comply with all conditions contained in the Required Approvals, that there is no event or anticipated event that could reasonably be expected to cause any Project not to be completed by the date contemplated in the Construction and Draw Schedules and landfill gas collection efficiencies; (xi) A the favorable opinion written report of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, Energy Consultant confirming the energy price and capacity payment assumptions contained in substantially the form of Exhibit D-1 hereto, and addressing such other matters as the Lenders may reasonably request (including as to Delaware corporate law matters), and (B) ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably request.Closing Pro Forma; and (xii) Since December 31the favorable written report of the Insurance Consultant confirming compliance by Borrower and the Affiliates, 2012except as noted therein, there shall not have occurred a Material Adverse Effectwith all requirements relating to Required Insurance contained in this Agreement. (xiiib) No act, event or circumstance has occurred (i) with respect to the Projects, Guarantor, NEO, Borrower or the Affiliates, (ii) in the international financial markets or (iii) otherwise which has had or could reasonably be expected to have a material adverse effect on the availability or pricing of financing for the Projects. (c) All costsTaxes, fees and expenses required to be paid by Borrower and the Affiliates on or before the Closing Date have been paid. (includingd) Guarantor, without limitationNEO, legal fees Borrower and expenses the Affiliates have appointed the Process Agent to serve as process agent until the Term Loan Maturity Date and the Process Agent has accepted such appointment in writing, and a copy of such acceptance has been delivered to the Agent. (e) The Lenders have prepared and analyzed the Closing Pro Forma incorporating the results of the Lenders' due diligence based on information provided by Borrower and the reports of the Lenders' counsel, the Engineer and the Energy Consultant and the terms and conditions imposed by the Project Documents, showing annual Net Operating Cash available for which debt service on the Borrower has received Term Loans sufficient (in the Lenders' sole determination) to produce an invoice annual debt service coverage ratio of at least one 1.5 to 1 (1on a per Project basis as well as for all Projects taken together) day and for Borrower to comply with the financial covenants of this Agreement, including maintenance of the Minimum Coverage Ratio. (f) The Organizational Documents of Borrower and the Affiliates contain bankruptcy-remote provisions satisfactory to the Lenders. (g) All Documents executed by Guarantor, NEO, Borrower and the Affiliates on or prior to the Closing DateDate are in full force and effect, Guarantor, NEO, Borrower, the Affiliates and the Project Parties are in full compliance with all covenants and provisions thereof, and no breach or event of default (or any event that could become a breach or event of default with the giving of notice or passage of time or both) has occurred and is continuing under any such Document. (h) All representations and warranties of Guarantor, NEO, Borrower and the Affiliates contained in the Documents are true, correct and complete. (i) There is no pending or threatened litigation, investigation or other compensation contemplated proceeding (i) relating to any Project (including without limitation relating to the release of any Hazardous Substance or any contingent liability of Borrower, the Affiliates, the Project Parties or the Projects in connection with the release of any Hazardous Substance) or (ii) that could materially adversely affect the condition (financial or otherwise) of Guarantor, NEO, Borrower, the Affiliates or the Project Parties or their ability to perform under the documents, other than the bankruptcy proceedings relating to the EPC Contractor of the Edgeboro Project and the pre-petition liens relating thereto. (j) A First-Priority security interest in the Collateral that is the subject of the Security Documents in effect as of the Closing Date has been created and perfected, and will continue to be perfected, in favor of the Lenders in all relevant jurisdictions, and there are no Liens on the Collateral other than Permitted Liens. The Term Agent has received all items of Collateral in which a security interest is perfected by possession, including stock certificates and stock powers relating thereto. (k) No Project has suffered a material loss (unless such Loss has been remedied to the satisfaction of the Lenders) or is subject to pending or threatened condemnation or appropriation proceedings. (l) The operations of Borrower, the Projects and the Affiliates comply and will comply, in all respects deemed material by the Engagement LetterLenders (including without limitation that the Projects will be able to meet the financial and construction progress projections contained in the Closing Pro Forma), the Administrative with all Applicable Laws and Required Approvals. (m) No order, judgment or decree of any Government Instrumentality enjoins or restrains any Agent Fee Letter or any Lender from entering into and the Fee Letter and payable to the Agents or the Lender Parties shall have been paid in full in cash to the extent due and payableperforming its obligations under this Agreement.

Conditions Precedent to the Closing Date. This Agreement shall become effective on and as of the first date (the “The Closing Date”) on which the following conditions precedent have been satisfied (and the obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit Date hereunder is subject to the satisfaction of such conditions condition precedent that the Company and the Administrative Agent (as the Company’s assignee) shall have received, on or before or concurrently with the Closing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance reasonably satisfactory to the Company and the Administrative Agent (as the Company’s assignee): (a) The A copy of the resolutions or written consent of the board of directors or managers or other equivalent governing body of each Originator approving the Transaction Documents to be executed and delivered by it and the transactions contemplated thereby, certified by the Secretary or Assistant Secretary (or equivalent) of such Originator; (b) Good standing certificates, or an equivalent certificate, for each Originator issued as of a recent date reasonably acceptable to the Company and the Administrative Agent (as the Company’s assignee) by the Secretary of State, or other equivalent authority, of the jurisdiction of such Originator’s organization; (c) A certificate of the Secretary or Assistant Secretary (or equivalent) of each Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign the Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company and the Administrative Agent (as the Company’s assignee) may conclusively rely until such time as the Servicer, the Company and the Administrative Agent (as the Company’s assignee) shall have received receive from such Person a revised certificate meeting the requirements of this clause (c)); (d) The certificate or articles of incorporation, certificate of formation or other organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State, or other equivalent authority, of the jurisdiction of such Originator’s organization as of a recent date, together with a copy of the by-laws, limited liability company agreement, or equivalent governing document of such Originator (including all amendments and modifications thereto), each duly certified by the Secretary or an Assistant Secretary (or equivalent) of such Originator; (e) The forms of financing statements (Form UCC-1) that name each Originator as the debtor/seller and the Company as the buyer/assignor (and the Administrative Agent, for the benefit of the Secured Parties, as secured party/assignee) of the Receivables sold or contributed by such Originator as may be necessary or, in the Company’s or the Administrative Agent’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Company’s ownership interest in all Receivables and Related Rights (including, without limitation, Related Security) in which an ownership or security interest has been assigned to the Company hereunder; (f) Written lien search results listing all effective financing statements that name the Originators as debtors or sellers and that are filed in each Originator’s jurisdiction of organization, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, on or before prior to the Closing Date Initial Funding Date), shall cover any Receivable or any Related Rights which are to be sold or contributed to the followingCompany hereunder), each dated and tax and judgment lien search results showing no evidence of such day liens filed against any Originator; (unless otherwise specified)g) Favorable opinions of counsel to the Originators, in form and substance reasonably satisfactory to the Lenders Company, the Administrative Agent (unless otherwise specifiedas the Company’s assignee), and each Group Agent; (h) and (except for A Subordinated Note in favor of each Originator, duly executed by the Notes) in sufficient copies for each Lender:Company; and (i) Duly executed counterparts Evidence of this Agreement. (iii) The Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) Security Agreement, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect execution and protect the liens and security interests created under the Collateral Documents delivery by each Originator and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors Company of each of the Borrower and each Guarantor approving the execution and delivery of this Agreement and each other Loan Document to which it is, or is intended Transaction Documents to be a party, executed 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 this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made delivered 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 Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on 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, liquidation or other termination of the existence of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2012. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Dateconnection herewith; and (ii) customary unaudited pro forma financial statements as that each of the conditions precedent to the Borrower execution, delivery and its Subsidiaries giving effect effectiveness of such other Transaction Documents has been satisfied to the Transactions, in each case prepared in a manner consistent with Company’s and the projections in the presentation provided by the Borrower dated May 29, 2013. Administrative Agent’s (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other matters as the Lenders may reasonably request (including as to Delaware corporate law matters), and (BCompany’s assignee) ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably requestsatisfaction. (xii) Since December 31, 2012, there shall not have occurred a Material Adverse Effect. (xiii) All costs, fees and expenses (including, without limitation, legal fees and expenses for which the Borrower has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Engagement Letter, the Administrative Agent Fee Letter and the Fee Letter and payable to the Agents or the Lender Parties shall have been paid in full in cash to the extent due and payable.

Conditions Precedent to the Closing Date. This The effectiveness of 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 agreement of each Lender to make an Advance or of the Issuing Bank Initial Term Loans requested to issue a Letter of Credit be made on the occasion of the Initial Extension of Credit hereunder Closing Date is subject to the satisfaction of such conditions precedent before of, or waiver in accordance with Section 10.01, prior to or substantially concurrently with the making of such Initial Term Loans on the Closing DateDate of the following conditions precedent (unless characterized as post-closing obligations pursuant to Section 6.17 and set forth on Schedule 6.17): (a) The Administrative Agent’s receipt of executed counterparts of (i) this Agreement from the Borrower and (ii) the Guaranty from each Guarantor identified on Schedule 1.01(d), each of which shall be originals or telecopies or .pdf format files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to each Lender. If requested by a Lender, the Administrative Agent shall have received received, for the account of such Lender, an executed copy of the appropriate Note for such Lender, in each case in the amount, maturity and as otherwise provided herein; provided that the original of any such executed Note shall be delivered by the Borrower promptly after the Closing Date. (b) Subject to Section 6.17, the Administrative Agent’s receipt of each of the agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Schedule 4.01 (the “Closing Checklist”), each of which shall be originals or telecopies or .pdf format files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or any earlier date specified in the Closing Checklist or, in the case of certificates of governmental officials and any resolutions of any board of directors or similar governing body of any Loan Party, a recent date before the Closing Date the following, Date) and each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) Duly executed counterparts of this Agreement. (ii) The Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) Security Agreement, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each 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 this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, 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 Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on 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, liquidation or other termination of the existence of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2012. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other matters as the Lenders may reasonably request (including as to Delaware corporate law matters), and (B) ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably request. (xii) Since December 31, 2012, there shall not have occurred a Material Adverse Effect. (xiii) All costs, fees and expenses (including, without limitation, legal fees and expenses for which the Borrower has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Engagement Letter, the Administrative Agent Fee Letter and the Fee Letter and payable to the Agents or the Lender Parties shall have been paid in full in cash to the extent due and payable.

Conditions Precedent to the Closing Date. This The effectiveness of this Agreement shall become effective on and as is subject to satisfaction of the first date (the “Closing Date”) on which the following conditions precedent have been satisfied (and the obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of such conditions precedent before or concurrently with the Closing Date):precedent: (a) The Administrative Agent shall have received on or before each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date the following, each dated such day (unless otherwise specified), and in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) Administrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) Duly duly executed counterparts of this Agreement., sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) The Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a).duly executed Guaranty Agreement; (iii) Security certified copies of (A) the Constituent Documents, if any (including any amendments or supplements thereto) of each Loan Party, (B) the resolutions authorizing and approving the making and performance by each Loan Party of this Agreement, together with evidence that the Pledge Agreement, and the other Loan Documents to which such Loan Party is a party and the Loans hereunder, and (C) documents evidencing all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each Guarantor approving the execution and delivery of this Agreement and each other Loan Document to which it iscompany action, 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 third-party consents, if any, with respect to this Agreement, the other Transactions Pledge Agreement, and each any other Loan Document.; (viv) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, 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 Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on 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, liquidation or other termination of the existence of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2012. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers Responsible Officers of such Loan Party authorized to sign this Agreement, the Pledge Agreement and the any other documents Loan Document required to be delivered hereunder.hereunder to which such Loan Party is a party; (v) [Reserved] (vi) certificates evidencing the good standing of each Loan Party in its jurisdiction of formation dated a date not earlier than ten (10) Business Days prior to the Closing Date as to the good standing of such Loan Party; (vii) an opinion of Delaware, Colorado and New York counsel to the Loan Parties covering the following matters: legal existence and good standing, power, authorization and execution, capacity, enforceability, non-contravention (corporate, contractual and legal), governmental approval, compliance with margin regulations and the Investment Company Act; and (viii) Certificatesthe results of tax, judgment and Lien searches with respect to Borrower and Rentech Development Corporation in substantially Delaware and with respect to Guarantor in Colorado. (b) [Reserved] (c) [Reserved] (d) Any fees required to be paid on or before the form Closing Date, including, without limitation, the Agency Fee and fees and expenses of Exhibit L attesting counsel to Administrative Agent and Lenders, shall have been paid. (e) Borrower shall have provided each Lender with a completed and executed Form G-3 issued by the Federal Reserve System. (f) [Reserved] (g) Administrative Agent shall have received evidence that the Credit Agreement dated as of September 23, 2013 among Borrower, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and lender, and the other lenders party thereto (the “Existing Credit Agreement”) shall have been repaid in full or otherwise satisfied and extinguished and all commitments and agreements relating thereto terminated, including a duly executed customary payoff letter, appropriately completed UCC-3 termination statements and such other documentation as may be requested to evidence such repayment or termination. (h) Each of the Subscription Agreement between Guarantor, the purchasers party thereto and the purchasers’ representative party thereto (the “Subscription Agreement”), each Put Option Agreement between Put Pledgor and the applicable optionee party thereto, the Pledge Agreement between Put Pledgor and Credit Suisse AG, Cayman Islands Branch (the “Put Pledge Agreement”), the Custody and Control Agreement between Put Pledgor and the secured party and custodian party thereto in connection with the Put Pledge Agreement, the Amended and Restated Limited Liability Company Agreement of Put Pledgor, the Articles of Amendment to the Solvency Articles of Incorporation of Guarantor (setting forth the preferences, limitations and relative rights of Guarantor’s Series E Convertible Preferred Stock), as filed with the Secretary of State of the Borrower State of Colorado on the date hereof pursuant to the Subscription Agreement, and the Registration Rights Agreement between Guarantor and (collectively, the “Preferred Equity Documents”) shall have been duly executed and the transactions contemplated thereby duly consummated. (i) Administrative Agent shall have received a 2014 annual consolidated budget for Guarantor and its Subsidiaries (other than the Issuer Entities). (j) Administrative Agent shall have received a pro forma consolidated balance sheet for Guarantor and a pro forma balance sheet for Borrower, each Guarantoras of December 31, on a consolidated basis (2013 and after giving effect to the Transactions)transactions contemplated hereby and by the Preferred Equity Documents, from its Chief Financial Officer or other financial officerwhich balance sheets shall have been prepared in good faith by Guarantor and Borrower, as applicable, and shall not be materially inconsistent with the forecasts previously provided to Administrative Agent. (ixk) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements Each of the Borrower representations and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; warranties contained in Article IV herein and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. (x) To the extent applicable, a Notice other Loan Documents shall be true and correct on and as of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xil) A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other matters as the Lenders may reasonably request (including as to Delaware corporate law matters), and (B) ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably request. (xii) Since December 31, 2012, there No event shall not have occurred which constitutes a Material Adverse EffectDefault or an Event of Default. (xiii) All costs, fees and expenses (including, without limitation, legal fees and expenses for which the Borrower has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Engagement Letter, the Administrative Agent Fee Letter and the Fee Letter and payable to the Agents or the Lender Parties shall have been paid in full in cash to the extent due and payable.

Conditions Precedent to the Closing Date. 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 The obligation of each Lender to make an Advance or (including a Swing Line Advance), and the obligation of the each Issuing Bank to issue a Issue each Letter of Credit Credit, in each case, on the occasion Closing Date shall be subject to satisfaction of each of the Initial Extension of Credit hereunder is subject to conditions set forth in Section 5.03 below and the satisfaction of such following conditions precedent before in each case on or concurrently with the Closing Date):prior to December 31, 2020: (a) The Administrative Effective Date shall have occurred. (b) The Agent shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), following in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each LenderAgent: (i) Duly executed counterparts of this Agreement. (ii) The Notes payable notes to the order of the Lenders to the extent requested in accordance with by any Lender no later than three Business Days prior to the Closing Date pursuant to Section 2.16(a4.04(d). (iiiii) Duly executed copies of (A) the U.S. Security Agreement, together with evidence that to be dated the Closing Date, and all other action exhibits and schedules thereto, (B) the Canadian Security Agreements, to be dated the Closing Date (provided that the Collateral Agent deed of movable hypothec may be dated prior to the Closing Date), and all exhibits and schedules thereto, and (C) the Intellectual Property Security Agreements, to be dated the Closing Date in form and substance reasonably deem necessary or desirable in order satisfactory to perfect Agent, and protect the liens all exhibits and security interests created under the Collateral Documents and the required priority thereof has been takenschedules thereto. (iviii) Certified copies of the resolutions of the boards Board of directors of each of the Borrower and each 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 this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, 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 Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on which the resolutions of the board of directors 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, liquidation or other termination each Loan Party approving transactions of the existence type by each of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including or a certificate of the migration Secretary or an Assistant Secretary of any Existing Letters of CreditLead Borrower certifying such resolutions delivered on the Effective Date pursuant to Section 5.01(a)(ii) or the application of proceeds, if any, therefrom, that would constitute a Default; remain in full force and (F) the absence of a Material Adverse Effect since December 31, 2012effect). (viiiv) A copy of a certificate of the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of organization of each U.S. Loan Party listing (or, as regards a Canadian Guarantor, a certificate of the Secretary or an Assistant Secretary of each Canadian Guarantor certifying a copy of) the certificate or articles of incorporation (or similar Constitutive Document) of each such Loan Party and each amendment thereto on file in the office of such Secretary of State (or such Governmental Authority) (or certifying that there have been no changes to such Person’s certificate or articles of incorporation (or similar constitutive document) since the Effective Date) and (A) certifying that such amendments are the only amendments to such Person’s certificate or articles of incorporation (or similar constitutive document) on file in such office, (B) as regards U.S. Loan Parties, certifying if customarily available in such jurisdiction, that such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) as regards U.S. Loan Parties, certifying that such Person is duly organized and is in good standing under the laws of the jurisdiction of its organization. The Canadian Guarantors shall deliver a certificate as to the good standing (or local equivalent) of each Canadian Guarantor (to the extent available in the relevant jurisdiction) as of a recent date, from the applicable Governmental Authority in the jurisdiction of organization, incorporation or formation of such Canadian Guarantor). (v) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement each Loan Document to which it is a party and the other documents to be delivered hereunderhereunder (or certifying no change to the certificate delivered on the Effective Date pursuant to Section 5.01(a)(v)). (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xivi) A favorable opinion of (A) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, Weiss▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and Potter, Rifkind, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇ LLP, special counsel to the Loan Parties, in substantially each case in a form reasonably acceptable to the form Agent and addressed to the Agent, the Issuing Banks and each of Exhibit D-1 heretothe Lenders. (vii) Except to the extent that the Agent reasonably agrees that such conditions may be satisfied within a post-closing period to be set forth on Schedule 7.01(p) (which may be supplemented on the Closing Date with the approval of the Agent, and addressing such other matters as the Lenders may reasonably request (including as not to Delaware corporate law mattersbe unreasonably withheld, conditioned or delayed), (1) the Perfection Certificate and all agreements, documents, filings, recordations and lien searches reasonably necessary or requested by the Agent in connection with the creation, perfection and priority of the Liens in favor of the Agent, for the benefit of the Secured Parties, securing the Obligations shall have been duly executed, and/or made; (2) all filing and recording fees and taxes shall have been duly paid and (B3) ▇▇▇▇▇▇▇▇the Agent shall be satisfied with the amount, Loop & ▇▇▇▇▇▇▇▇types and terms and conditions of all insurance maintained by Holdings and its Subsidiaries.. (viii) A certificate of a Responsible Officer of Lead Borrower to the effect set forth in Section 5.02(c), LLP5.02(d), Michigan counsel 5.02(g), 5.03(a) and 5.03(b) below. (ix) A certificate of the chief financial officer of Holdings to the effect that, after giving effect to the Transactions and the incurrence of any Revolving Credit Advances made and Letters of Credit issued on the Closing Date, (x) Holdings and its Subsidiaries, on a Consolidated basis, are Solvent and (y) each of the Canadian Guarantors, on an individual basis, is Solvent. (c) There shall not have occurred since December 31, 2019 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Change. (d) There shall not be any action, suit, investigation or proceeding pending or, to the knowledge of the Loan Parties, threatened in substantially the form of Exhibit D-2 hereto any court or before any arbitrator or Governmental Authority that is reasonably likely to be adversely determined, and addressing such other matters as the Lenders may if, adversely determined could reasonably request. (xii) Since December 31, 2012, there shall not be expected to have occurred a Material Adverse Effect. (xiiie) All costs, Lead Borrower shall have paid all documented accrued fees and expenses of the Agent and the Lenders (including, without limitation, legal including the documented accrued fees and expenses for which of counsel to the Borrower has received an invoice at least one Agent). (1f) day prior The Refinancing shall have been (or substantially concurrently shall be) consummated. (g) After giving effect to (i) any Revolving Credit Advance funded on the Closing Date and (ii) all Letters of Credit to be issued at, or immediately subsequent to, the Closing Date, Availability plus the amount of cash and Cash Equivalents of Lead Borrower and its Restricted Subsidiaries shall be not less than $150.0 million. (h) and other compensation contemplated by The Agent shall have received a Borrowing Base Certificate dated the Engagement LetterClosing Date, the Administrative Agent Fee Letter and the Fee Letter and payable relating to the Agents or the Lender Parties shall have been paid in full in cash to the extent due Fiscal Month ended on October 30, 2020, and payableexecuted by a Responsible Officer of Lead Borrower.

Conditions Precedent to the Closing Date. This Agreement agreement shall become effective on and as upon the prior or concurrent fulfillment or waiver of the first date (the “Closing Date”) on which the following conditions precedent have been satisfied (and the obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is “Effective Time”), subject to the satisfaction of such conditions precedent before or concurrently with the Closing Date):Limited Conditionality Provisions: (a) The Administrative Agent this Agreement shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form been duly executed and substance reasonably satisfactory to the Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) Duly executed counterparts of this Agreement. (ii) The Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) Security Agreement, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors of delivered by each of the Borrower and each 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 this AgreementBorrower, the other Transactions Administrative Agent and each other Loan Document.the Lenders; (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (Ab) the accuracy Prepaid Metals Agreements shall have been executed and completeness of the charter (or other applicable formation document) of such Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on 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, liquidation or other termination of the existence of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made delivered by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2012. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer.applicable Qualified Risk Management Lenders party thereto concurrently with the Effective Time; (ixc) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements Administrative Agent and the Borrower shall have executed and delivered a closing memo outlining the sequencing for closing of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to ▇▇▇ Acquisition and the Loan Parties, flow of funds specified in substantially Section 2.2 of the form of Exhibit D-1 hereto, and addressing such other matters as the Lenders may reasonably request (including as to Delaware corporate law matters), and (B) ▇▇▇▇▇▇▇▇▇▇▇ Purchase Agreement; (d) the Administrative Agent shall have received: (i) an executed acknowledgement and confirmation agreement, Loop & in form and substance satisfactory to the Administrative Agent, from each of the Obligors, as to the continuing effectiveness of the Guarantees and Security Documents delivered by such Obligor under the Credit Agreement; (ii) a certificate of each of the Obligors certifying (A) as to its constating documents (copies of which are attached to that certificate), (B) a copy of the resolution of the board of directors or managers of each Obligor authorizing it to execute, deliver and perform its obligations under this Agreement and a confirmation agreement to which such Obligor is a signatory, and (C) a list of its officers and directors with specimens of the signatures of those who are executing this Agreement, and all other Credit Documents entered into on the date of this Agreement, on its behalf; (iii) a certificate of status, compliance, good standing or similar certificate for the jurisdiction of incorporation of each of the Canadian Obligors and for each jurisdiction where such Obligor carries on business, to the extent applicable; and (iv) an opinion of counsel to each Obligor, addressed to the Administrative Agent and the Lenders relating to the status and capacity of such Obligor, the due authorization, execution and delivery and the legality, validity, binding nature and enforceability of this Agreement and Credit Documents executed by such Obligor as of the Closing Date, in the jurisdiction where the Secured Assets are located and/or the jurisdiction of incorporation or formation of such Obligor and such other matters as the Administrative Agent may reasonably request; (e) the Administrative Agent must have received payment of all fees payable to the Administrative Agent, the Lenders or any of them in connection with this Agreement (including, for certainty, the fees under the ▇▇▇▇▇▇▇▇▇▇▇ Fee Letter), LLPand the reimbursement of all documented expenses incurred and reimbursable by the Borrower pursuant to Section 8.5(a) including legal fees, Michigan counsel or arrangements satisfactory to the Loan Parties, in substantially Administrative Agent for the form payment of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably request. (xii) Since December 31, 2012, there shall not have occurred a Material Adverse Effect. (xiii) All costs, fees and expenses shall have been made; (includingf) each Obligor shall have duly executed and delivered to the Administrative Agent each of the Credit Documents to which it is a party, without limitationincluding the Post-Closing Undertaking and the Credit Documents referenced in Schedule I hereto (which, legal fees in the case of previously executed Credit Documents shall be limited to a Confirmation delivered in respect thereof from each applicable Obligor and expenses such other amendments deemed necessary or advisable by the Administrative Agent’s counsel, acting reasonably, having regard for which the Borrower increased credit and extended term hereunder) in form and substance satisfactory to the Administrative Agent; (g) the Administrative Agent has received received: (i) certificates representing all of the issued and outstanding Shares of the Obligors (other than the Borrower, ▇▇▇▇▇▇▇▇▇▇▇ TargetCo, ▇▇▇▇▇▇▇▇▇▇▇ Amalco and ▇▇▇▇▇▇▇▇▇▇▇ AcquireCo) and only to the extent such shares are certificated, duly endorsed in blank or accompanied by an invoice at least one executed stock transfer power of attorney; (1ii) day prior to certified true and complete copies of the ▇▇▇▇▇▇▇▇▇▇▇ Purchase Agreement, including all amendments thereto in effect as of the Closing Date; and (iii) requisite information to identify the Obligors under the applicable “know your client” legislation, Anti-Corruption Laws and Anti-Money Laundering and Terrorism Legislation, delivered sufficiently in advance for each Lender to complete such identification; (h) except as otherwise provided in the relevant Security Documents, and subject to the Post-Closing Undertaking, all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, directions, acknowledgements, undertakings and non-disturbance agreements contemplated herein, negotiable documents of title, ownership certificates and other compensation contemplated by the Engagement Letter, documents and instruments to the Administrative Agent Fee Letter and the Fee Letter and payable to the Agents or the Lender Parties shall have been paid made which, in full the opinion of the Administrative Agent’s counsel, acting reasonably, are required to make effective the Security created or intended to be created by the Canadian Obligors in cash favour of the Administrative Agent pursuant to the extent due Security Documents governed by Canadian Applicable Laws and payableto ensure the perfection and the intended priority (subject to Permitted Liens) of such Security.

Conditions Precedent to the Closing Date. This Agreement shall become effective on and as The effectiveness of the first date (the “Closing Date”) on which the following conditions precedent have been satisfied (this Agreement, and the obligation of each Lender to make an Advance or of the any Issuing Bank to issue a Letter of Credit on Credit, and the occasion occurrence of the Initial Extension of Credit hereunder Closing Date, is subject to the satisfaction of such the following conditions precedent before or concurrently with the Closing Date):precedent: (a) The Administrative Agent shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Lenders Joint Lead Arrangers and the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each LenderLender Party: (i) Duly executed counterparts of this Agreement. (ii) The Notes payable to the order of the Lenders to the extent timely requested in accordance with by such Lenders, pursuant to Section 2.16(a)2.16. (ii) The Administrative Agent shall have received a copy of this Agreement duly executed and delivered by each party thereto. (iii) Security Agreement, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of (A) the resolutions of the boards board of directors or of each the members or managers of the Borrower and each Guarantor approving the execution execution, delivery and delivery performance of this Agreement and each other Loan Document to which it is, or is intended to be a partyDocument, and of (B) all documents evidencing other necessary constitutive corporate action and, if any, material and governmental and other third party approvals and consents, if any, with respect to this Agreement, Agreement and the other Transactions and each other Loan DocumentDocuments. (viv) A copy of a certificate of the charter Secretary of State of the jurisdiction of incorporation or other constitutive document organization of each Loan Party the Borrower, dated reasonably near the Closing Date, certifying (A) as to a true and correct copy of the charter, articles of incorporation or articles of organization, as the case may be (“Organizational Documents”) of the Borrower and each amendment thereto, certified thereto on file in such Secretary’s office and (as of a date reasonably acceptable B) that (1) such amendments are the only amendments to the Administrative AgentBorrower’s Organizational Documents on file in such Secretary’s office, (2) by if applicable, the Secretary Borrower has paid all franchise taxes to the date of such certificate and (C) the Borrower is duly incorporated or organized and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (viv) A certificate of each Loan Party the Borrower, signed on behalf of such Loan Party the Borrower by a Responsible Officer, dated the date of 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 Loan Party and the absence of any changes thereto; amendments to the Organizational Documents of the Borrower since the date of the Secretary of State’s certificate referred to in Section 3.01(a)(iv), (B) the accuracy a true and completeness correct copy of the bylaws (or other applicable organizational document) operating agreement, as applicable, of such Loan Party the Borrower as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in Section 3.01(a)(iv3.01(a)(iii) were adopted and on the date of the Closing Date, (C) the due incorporation/organization and good standing or valid existence of the Borrower as a corporation or limited liability company organized under the laws of the jurisdiction of its incorporation or organization, 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, dissolution or liquidation or other termination of the existence of such Loan Party; Borrower, (D) (x) the accuracy in all material respects truth of the representations and warranties made by such Loan Party contained in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all date of the Borrowings Closing Date and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (Ey) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefromDate, that would constitute constitutes a Default; Default and (FE) the absence of a Material Adverse Effect since December 31, 2012current Debt Ratings. (viivi) A certificate of a Responsible Officer of the Secretary or an Assistant Secretary of each Loan Party Borrower certifying the names and true signatures of the officers of such Loan Party the Borrower authorized to sign this Agreement each Loan Document to which it is or is to be a party and the other documents to be delivered hereunderhereunder and thereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xivii) A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇B▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, LLP counsel to for the Loan PartiesBorrower, in substantially the form of Exhibit D-1 hereto, D hereto and addressing as to such other matters as the Lenders may reasonably request (including as to Delaware corporate law matters), and (B) ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, Michigan counsel to Administrative Agent or the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders Joint Lead Arrangers may reasonably request. (xiiviii) Since Evidence satisfactory to the Administrative Agent and the Joint Lead Arrangers that a nationally recognized Process Agent shall have been appointed as Process Agent under Section 8.12 hereof. (b) There has been no event or condition since December 31, 20122018 that has had or could be reasonably expected to have, there shall not have occurred either individually or in the aggregate, a Material Adverse Effect. (xiiic) All costsThere shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document, and there shall have been no adverse change in the status, or financial effect on, the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (d) The Borrower shall have paid (i) all accrued fees of the Joint Lead Arrangers, the Administrative Agent and the Lender Parties and all accrued expenses of the Joint Lead Arrangers (including the accrued fees and expenses of counsel to the Joint Lead Arrangers and the Administrative Agent, and local counsel to the Lender Parties), and (includingii) all accrued and unpaid interest, without limitationfees, legal fees expenses, and expenses reimbursement Obligations pursuant to the terms of the Existing Credit Agreement or otherwise due in respect of the Existing Credit Facilities. (e) All advances and other amounts owing under the Existing Credit Agreement shall have been repaid in full. The commitments under the Existing Credit Agreement shall have terminated and the letters of credit issued thereunder shall have been canceled or the reimbursement of draws thereunder provided for which in a manner acceptable to the Borrower has received an invoice Administrative Agent (it being understood that treating such letters of credit as Existing Letters of Credit hereunder is acceptable to the Administrative Agent), and all Liens and guaranties supporting any Debt under the Existing Credit Agreement shall have been fully released and terminated. (f) The Administrative Agent and the Lender Parties shall have received, at least one three (13) day Business Days prior to the Closing Date) , an executed Certificate of Beneficial Ownership (in form and other compensation contemplated by the Engagement Letter, substance acceptable to the Administrative Agent Fee Letter and the Fee Letter each Lender Party), and payable shall have received, at least three (3) Business Days prior to the Agents or the Lender Parties shall have been paid in full in cash Closing Date all other documentation and other information requested at least seven (7) days prior to the extent due Closing Date in connection with applicable “know your customer” and payableanti-money laundering rules and regulations, including the Patriot Act.

Conditions Precedent to the Closing Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on and as of until the first date (the “Closing Date”) on which each of the following conditions precedent have been is satisfied (and the obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of such conditions precedent before or concurrently waived in accordance with the Closing DateSection 10.02): (a) The Administrative Agent (or its counsel) shall have received on from each party thereto either (i) a counterpart of this Agreement, or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance reasonably ii) written evidence satisfactory to the Lenders Administrative Agent (unless otherwise specifiedwhich may include telecopy or electronic mail transmission of a signed signature page of this Agreement) and (except for the Notes) in sufficient copies for each Lender: (i) Duly executed counterparts that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received an opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of each of (i) ▇▇▇▇▇ Day, New York counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent; and (ii) The Notes payable ▇▇▇▇▇ ▇▇▇▇▇▇▇ (Luxembourg), LLP, Luxembourg counsel to the order Loan Parties, in form and substance satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received the following items from the Loan Parties: (i) a copy of the Lenders to constitutional documents of each Loan Party; (ii) in the extent requested in accordance with Section 2.16(a).case of a Luxembourg Loan Party only, (A) a copy of an excerpt from the Luxembourg Register of Commerce and Companies dated the Closing Date and (B) a copy of a certificate of non-inscription of judicial decisions (certificat de non-inscription d’une décision judiciaire) from the Luxembourg Register of Commerce and Companies dated the Closing Date; (iii) Security Agreement, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each 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 this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, 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 Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on which the resolutions of the board of directors of each Loan Party authorizing (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); (Ci) the absence of any proceeding known to be pending for the dissolutionTransactions, liquidation or other termination of the existence of such Loan Party; (Dii) the accuracy in all material respects execution and delivery of the representations and warranties made by such Loan Party in the Loan Documents to which it is a party, and (iii) a specified person or is persons to sign, on each Loan Party’s behalf, all documents and notices to be signed in connection with the Loan Documents to which it is a party party; (iv) a specimen of the signature of, and, if applicable, incumbency certificates or powers of attorney identifying by name and title, the persons authorized to sign the Loan Documents on behalf of each Loan Party (and to make Borrowings hereunder on behalf of the Obligors) mentioned in clause (iii) above; (v) such other documents and certificates (including organizational documents and good standing certificates (if applicable)) as though made the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Credit Agreement or the transactions contemplated thereby; (vi) a copy of the notice of cancellation of the available commitments and termination of the Existing Facility Agreement sent by the Borrower to the administrative agent under the Existing Facility Agreement pursuant to Section 9.5 thereof, provided that such notice shall provide for (1) the cancellation and termination of the Existing Facility Agreement and (2) that all outstanding amounts thereunder shall have been paid in full, in each case, to occur prior to or concurrently with the Closing Date; and (vii) a certificate, dated the Closing Date, and signed by an Authorized Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section 4.01. (d) The audited consolidated financial statements of the Borrower and its Subsidiaries for the Financial Year ended December 31, 2019 and the unaudited consolidated quarterly financial statements of the Borrower and its Subsidiaries for the Financial Quarter ended June 30, 2020, shall be publicly available for review by the Lenders; (e) The Administrative Agent shall have received payment of all fees (and other amounts due and payable to the Administrative Agent) for its own account and for the account of the Lenders on or prior to the Closing Date, including, to the extent invoiced at least five (5) Business Days prior to the Closing Date, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Obligors hereunder (excluding legal fees). (f) The Mandated Lead Arrangers and the ESG Coordinator shall have received all fees and other amounts due and payable to the Mandated Lead Arrangers or the ESG Coordinator (as applicable), including, to the extent invoiced at least five (5) Business Days prior to the Closing Date, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Obligors hereunder (excluding legal fees). (g) Upon the request of any Lender pursuant to Section 2.11(c) at least five (5) Business Days prior to the Closing Date, such Lender (or the Administrative Agent (or its counsel) on such ▇▇▇▇▇▇’s behalf) shall have received a Note in the amount of such ▇▇▇▇▇▇’s Commitment as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2012. (viih) A certificate Upon the reasonable request of any Lender or the Secretary Administrative Agent made at least ten (10) days prior to the Closing Date, the Obligors shall have provided to such Lender or the Administrative Agent (as applicable) the documentation and other information (including, if an Assistant Secretary of each Loan Party certifying Obligor qualifies as a “legal entity customer” under the names and true signatures of the officers Beneficial Ownership Regulation, a customary Beneficial Ownership Certification in respect of such Loan Party authorized to sign this Agreement Obligor) so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the other documents to be delivered hereunder. USA PATRIOT Act and Beneficial Ownership Regulations (viii) Certificatescollectively, the “KYC Requirements”), in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) case at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other matters as the Lenders may reasonably request (including as to Delaware corporate law matters), and (B) ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably request. (xii) Since December 31, 2012, there shall not have occurred a Material Adverse Effect. (xiii) All costs, fees and expenses (including, without limitation, legal fees and expenses for which the Borrower has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Engagement Letter, the Administrative Agent Fee Letter and the Fee Letter and payable to the Agents or the Lender Parties shall have been paid in full in cash to the extent due and payable.

Conditions Precedent to the Closing Date. This Agreement shall become effective on and as The obligations of the Lenders to make Advances hereunder shall be subject to the following conditions having been satisfied or waived (the first such date (on which each of the following conditions have been satisfied or waived, the “Closing Date”) on which the following conditions precedent have been satisfied (and the obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of such conditions precedent before or concurrently with the Closing Date): (a) Since November 30, 2023, there has not been any effect, change, event, circumstance, condition, occurrence or development that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) The Administrative Company shall have paid on the Closing Date all fees required to be paid pursuant to or in connection with this Agreement, to the extent invoiced at least three business days prior to the Closing Date (except as otherwise reasonably agreed by the Company) (which amounts may be offset against the proceeds of the Facilities). (c) On the Closing Date, the Agent shall have received for the account of each Lender a certificate signed by a Responsible Officer of the Company, dated the Closing Date, certifying to the occurrence or satisfaction clauses (a) and (h) of this Section 3.02 substantially concurrently with the occurrence of the Closing Date. (d) The Agent shall have received on or before the Closing Date copies of the following, each dated such day (unless otherwise specified)the Closing Date, in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each LenderAgent: (i) Duly executed counterparts of this Agreement. (ii) The Notes payable to the order of the Lenders to the extent requested in accordance with by any Lender pursuant to Section 2.16(a)2.16 prior to the Closing Date. (iii) Security Agreement, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (ivii) Certified copies of the resolutions of the boards Board of directors of each Directors of the Borrower and each Guarantor Company approving the execution and delivery of this Agreement and each other Loan Document to which it is, or is intended to be a partythe Notes, and of all documents evidencing other necessary constitutive corporate action and, if any, material and governmental and other third party approvals and consentsapprovals, if any, with respect to this Agreement, Agreement and the other Transactions and each other Loan DocumentNotes. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (viiii) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true on and as Officer of the Closing Date), certifying as to (A) the accuracy and completeness of the charter (or other applicable formation document) of such Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on 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, liquidation or other termination of the existence of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2012. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party Company certifying the names and true signatures of the officers of such Loan Party the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. attaching (x) To the charter and by-laws of the Company certified, to the extent applicable, as of a Notice recent date by the applicable state Governmental Authority and (y) a good standing certificate (to the extent such concept exists) from the applicable state Governmental Authority of Borrowing for any Borrowing to be made, and/or one or more Letter the Company’s jurisdiction of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Dateincorporation. (xiiv) A favorable customary opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, LLPNew York, counsel to the Loan PartiesCompany. (v) The Agent shall have received a certificate, substantially in substantially the form of Exhibit D-1 E hereto, from the chief financial officer of the Borrower certifying that the Borrower and addressing such other matters as the Lenders may reasonably request (including as to Delaware corporate law matters), and (B) ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, Michigan counsel its Subsidiaries on a consolidated basis after giving effect to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably requestTransactions are solvent. (xiivi) Since December 31, 2012, there shall not have occurred a Material Adverse Effect. (xiiix) All costs, fees and expenses (including, without limitation, legal fees and expenses for which the Borrower has received an invoice at least one (1) day three days prior to the Closing Date) Date all documentation and other compensation contemplated by information regarding the Engagement LetterCompany requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Administrative Agent Fee Letter and the Fee Letter and payable to the Agents or the Lender Parties shall have been paid in full in cash Patriot Act, to the extent due and payable.reasonably requested in writing of the Company at least ten Business Days prior to the Closing Date and

Conditions Precedent to the Closing Date. 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 The obligation of each Committed Lender to make an Advance or Loans and the effectiveness of this Agreement are subject to the prior satisfaction of each of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject following conditions, in each case to the satisfaction of such conditions precedent before the Administrative Agent, each Group Agent and each of the Lenders (unless waived pursuant to Section 9.14(a)) on or concurrently with prior to the Closing Date):: (a) The Administrative Agent shall have received on or before Delivery to the Closing Date Agents of each of the followingfollowing Financing Documents, each dated such day (unless otherwise specified), in form duly executed and substance reasonably satisfactory to delivered by the Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lenderparties thereto: (i) Duly executed counterparts of this Agreement.; (ii) The the CADA; (iii) the Member Pledge; (iv) the Security Agreement; (v) the Fee Letters; (vi) the Notes payable (if requested by a Lender); and (vii) the LLC Agreements (amended and restated to comply with the order provisions of the Lenders to the extent requested in accordance with Section 2.16(athis Agreement, as necessary). (iiib) Security Agreement, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect Each representation and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors of each warranty of the Borrower and each Guarantor approving the execution and delivery of this Agreement and each other Loan Party contained in Article 4 or any other Financing 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 this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate in all material respects as of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made unless such representation or warranty relates solely to an earlier date, in which certificate case it shall have been true and correct in all material respects as of such earlier date) other than those representations and warranties that are modified by materiality by their own terms, which shall be true on and correct in all 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 respects as of such earlier date). With respect to each Subject Fund designated as such as of the Closing Date, the Tax Equity Representations are true and correct in all material respects as of the Closing Date, other than those Tax Equity Representations that are modified by Kronor Loan Agreement [***] 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. materiality by their own terms, which shall be true and correct in all respects as of the Closing Date (unless such Tax Equity Representation 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). (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 or the other Financing Documents on the Closing Date that would constitute a Default or an Event of Default under this Agreement or would result from the Borrowing of the Loan or from the application of the proceeds therefrom. (d) Delivery to the Administrative Agent and each Group Agent of the following: (i) a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party and the Limited Guarantor, 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 Person, the good standing, existence or its equivalent of each such party and of the incumbency of the Responsible Officers of each such Person; (ii) a certificate from a Responsible Officer of each Loan Party certifying to (A) the accuracy and completeness of the charter (or other applicable formation document) of such Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on 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, liquidation or other termination of the existence of such Loan Party; (D) the accuracy in all material respects of the representations and warranties made by such Loan Party (and in the Loan case of the Borrower, for each Borrower Subsidiary 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, (C) the absence of any material breach by any Funded Subsidiary (unless identified as a Watched Fund) of any Project Documents to which it is a party, (D) the absence of a Bankruptcy Event with respect to each of SolarCity, each Loan Party and each Funded Subsidiary (unless identified as a Watched Fund), and (E) the satisfaction (or is waiver by the Administrative Agent and each Lender) of all conditions precedent to be a party as though made on the Closing Date in accordance with the terms and conditions hereof; (iii) an opinion, dated as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2012. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, the Borrower Subsidiary Parties and SolarCity, in substantially form and substance reasonably acceptable to the form Agents and each Group Agent; and (iv) an opinion, dated as of Exhibit D-1 heretothe Closing Date, and addressing such other matters as the Lenders may reasonably request (including as to Delaware corporate law matters), and (B) ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, of Proskauer Rose LLP, Michigan special bankruptcy counsel to the Loan Parties, the Borrower Subsidiary Parties and SolarCity in substantially form and substance reasonably acceptable to the form of Exhibit D-2 hereto Agents and addressing such other matters as each Group Agent. Kronor Loan Agreement [***] Confidential treatment has been requested for the Lenders may reasonably requestbracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (xiie) Since December 31All 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, 2012, there shall not have occurred a Material Adverse Effectrecorded and filed in the appropriate jurisdictions. (xiiif) The Administrative Agent and the Collateral Agent shall have received (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist on the Collateral other than Permitted Liens of the type set forth in clauses (b), (c) or (d) of the definition thereof and (C) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. (g) The 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 Collateral Documents. Each Loan Party 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 the Borrower and in each Managing Member along with blank transfer powers and proxies. (h) All costsamounts required to be paid to or deposited with the Administrative Agent, the Collateral Agent, the Depositary, any Group Agent or any Lender under this Agreement or any other Financing Document, or under any separate agreement with such parties, and all taxes, fees and expenses (includingother costs payable in connection with the execution, without limitationdelivery and filing of the documents and instruments required to be filed pursuant to this Section 3.1, legal fees and expenses for which the Borrower has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Engagement Letter, the Administrative Agent Fee Letter and the Fee Letter and payable to the Agents or the Lender Parties shall have been paid in full (or in cash connection with such taxes, fees (other than fees payable to the Lenders or the Agents) and costs, the Borrower shall have made other arrangements acceptable to the Agents, the Depositary, the Group Agent or such Lender(s), as the case may be, in their sole discretion). (i) The Agents and Group Agents shall have received all such documentation and information requested by the Agents and the Group Agents that is necessary (including the names and addresses of the Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of the Borrower, the Member or owners thereof) for the Agents, the Group Agents and each Lender to identify the Borrower, the Member or owners thereof in accordance with the requirements of the Patriot Act (including the “know your customer” and similar regulations thereunder). (j) All Accounts required to be open as of the Closing Date under the CADA shall have been opened. (k) The expenses incurred and invoiced as of or prior to the Closing Date shall have been paid by the Borrower or its Affiliates in accordance with Section 10.4. (l) The Borrower shall have delivered the most recently available unaudited financial statements of the Borrower, each Borrower Subsidiary Party, each Subject Fund and the Limited Kronor Loan Agreement [***] 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. Guarantor (with respect to the Limited Guarantor only, to the extent due not otherwise publicly available) in form and payablesubstance satisfactory to the Administrative Agent in its sole discretion. (m) The Borrower shall have obtained all material approvals (to the extent required to have been obtained by such time) and all material consents of any Persons or modifications to Project Documents or Organizational Documents of any putative Subject Fund (including any Tax Equity Required Consent, except the [***] Tax Equity Required Consent), in each case that are necessary for its entry into the Financing Documents to which it is a party and implementation of the transactions contemplated in the Financing Documents, each of which is listed on Schedule 3.1(m). Each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Administrative Agent. (n) The Administrative Agent shall have received the Tax Equity Model for each Subject Fund intended to be included in the Available Borrowing Base on the first Borrowing Date. (o) The Administrative Agent shall have received the most recently available fleet report of SolarCity, prepared by an Independent Engineer, in form and substance satisfactory to the Administrative Agent.

Conditions Precedent to the Closing Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective on and as of until the first date (the “Closing Date”) on which each of the following conditions precedent have been is satisfied (and the obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of such conditions precedent before or concurrently waived in accordance with the Closing DateSection 10.02): (a) The Administrative Agent (or its counsel) shall have received on from each party thereto either (i) a counterpart of this Agreement, or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance reasonably ii) written evidence satisfactory to the Lenders Administrative Agent (unless otherwise specifiedwhich may include telecopy or electronic mail transmission of a signed signature page of this Agreement) and (except for the Notes) in sufficient copies for each Lender: (i) Duly executed counterparts that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received an opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of each of (i) ▇▇▇▇▇ Day, New York counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent; and (ii) The Notes payable ▇▇▇▇▇ Lovells (Luxembourg), LLP, Luxembourg counsel to the order Loan Parties, in form and substance satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received the following items from the Loan Parties: (i) a copy of the Lenders to constitutional documents of each Loan Party; (ii) in the extent requested in accordance with Section 2.16(a).case of a Luxembourg Loan Party only, (A) a copy of an excerpt from the Luxembourg Register of Commerce and Companies dated the Closing Date and (B) a copy of a certificate of non-inscription of judicial decisions (certificat de non-inscription d’une decision judiciaire) from the Luxembourg Register of Commerce and Companies dated the Closing Date; (iii) Security Agreement, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each 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 this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, 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 Loan Party and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document) of such Loan Party as in effect on the date on which the resolutions of the board of directors of each Loan Party authorizing (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); (Ci) the absence of any proceeding known to be pending for the dissolutionTransactions, liquidation or other termination of the existence of such Loan Party; (Dii) the accuracy in all material respects execution and delivery of the representations and warranties made by such Loan Party in the Loan Documents to which it is a party, and (iii) a specified person or is persons to sign, on each Loan Party’s behalf, all documents and notices to be signed in connection with the Loan Documents to which it is a party party; (iv) a specimen of the signature of, and, if applicable, incumbency certificates or powers of attorney identifying by name and title, the persons authorized to sign the Loan Documents on behalf of each Loan Party (and to make Borrowings hereunder on behalf of the Obligors) mentioned in clause (iii) above; (v) such other documents and certificates (including organizational documents and good standing certificates (if applicable)) as though made the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Credit Agreement or the transactions contemplated thereby; (vi) a copy of the notice of cancellation of the available commitments and termination of the Existing Facility Agreement sent by the Borrower to the administrative agent under the Existing Facility Agreement pursuant to Section 9.5 thereof, provided that such notice shall provide for (1) the cancellation and termination of the Existing Facility Agreement and (2) that all outstanding amounts thereunder shall have been paid in full, in each case, to occur prior to or concurrently with the Closing Date; and (vii) a certificate, dated the Closing Date, and signed by an Authorized Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section 4.01. (d) The audited consolidated financial statements of the Borrower and its Subsidiaries for the Financial Year ended December 31, 2019 and the unaudited consolidated quarterly financial statements of the Borrower and its Subsidiaries for the Financial Quarter ended June 30, 2020, shall be publicly available for review by the Lenders; (e) The Administrative Agent shall have received payment of all fees (and other amounts due and payable to the Administrative Agent) for its own account and for the account of the Lenders on or prior to the Closing Date, including, to the extent invoiced at least five (5) Business Days prior to the Closing Date, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Obligors hereunder (excluding legal fees). (f) The Mandated Lead Arrangers and the ESG Coordinator shall have received all fees and other amounts due and payable to the Mandated Lead Arrangers or the ESG Coordinator (as applicable), including, to the extent invoiced at least five (5) Business Days prior to the Closing Date, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Obligors hereunder (excluding legal fees). (g) Upon the request of any Lender pursuant to Section 2.11(c) at least five (5) Business Days prior to the Closing Date, such Lender (or the Administrative Agent (or its counsel) on such ▇▇▇▇▇▇’s behalf) shall have received a Note in the amount of such ▇▇▇▇▇▇’s Commitment as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2012. (viih) A certificate Upon the reasonable request of any Lender or the Secretary Administrative Agent made at least ten (10) days prior to the Closing Date, the Obligors shall have provided to such Lender or the Administrative Agent (as applicable) the documentation and other information (including, if an Assistant Secretary of each Loan Party certifying Obligor qualifies as a “legal entity customer” under the names and true signatures of the officers Beneficial Ownership Regulation, a customary Beneficial Ownership Certification in respect of such Loan Party authorized to sign this Agreement Obligor) so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the other documents to be delivered hereunder. USA PATRIOT Act and 95 Beneficial Ownership Regulations (viii) Certificatescollectively, the “KYC Requirements”), in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) case at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (ii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other matters as the Lenders may reasonably request (including as to Delaware corporate law matters), and (B) ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably request. (xii) Since December 31, 2012, there shall not have occurred a Material Adverse Effect. (xiii) All costs, fees and expenses (including, without limitation, legal fees and expenses for which the Borrower has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Engagement Letter, the Administrative Agent Fee Letter and the Fee Letter and payable to the Agents or the Lender Parties shall have been paid in full in cash to the extent due and payable.