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

Conditions Precedent to the Closing Date. The occurrence of the Closing Date is subject to satisfaction or waiver of the following conditions precedent: (a) issuance of the Bonds and submission to the Agent of duplicate originals or certified copies of all documents submitted in connection with the issuance of the Bonds on the Closing Date, which shall be in form and substance satisfactory to the Agent; (b) receipt by the Issuing Bank and the Agent of the following, in each case in the form approved by the Agent on the Closing Date: (i) this Agreement and the CP LOC Loan Note duly executed by the Company; (ii) an original of each of the Security Documents, duly executed by the parties thereto; (iii) a copy of each other Financing Document, certified by the Company as to completeness and authenticity; (iv) written opinions of counsel acceptable to the Agent, addressed to the Agent and the Banks, and in form and substance satisfactory to the Agent and covering such matters as the Agent may reasonably request; (v) evidence satisfactory to the Agent that each of the parties to the Project Contracts, Financing Documents and Security Documents shall have duly and irrevocably appointed a process agent to act for and on behalf of such person, to receive summonses and other legal process in connection with any suit, action or proceeding relating to such documents in the jurisdictions in which it is required to submit to such jurisdiction and such appointment shall have been accepted and all fees scheduled to accrue to each such agent for the service of process shall have been paid in full; and (vi) evidence satisfactory to the Agent that all actions necessary or appropriate in order to effectively establish, create or perfect the security interest have been duly taken. (c) payment by the Company of all accrued fees and expenses (as provided in Sections 2.5 and 9.4) of the Agent and the Banks (including the reasonable accrued fees and disbursements of counsel to the Agent and the Banks), to the extent that one or more statements for such fees and expenses have been presented for payment.

Conditions Precedent to the Closing Date. The occurrence This Agreement shall become effective on and as of the Closing Date first date on which the following conditions precedent have been satisfied (and the obligation of each Lender to make an Advance is subject to the satisfaction of such conditions precedent before or waiver of concurrently with the following conditions precedent:Closing Date): (a) issuance of the Bonds and submission to the The Administrative Agent of duplicate originals shall have received on or certified copies of all documents submitted in connection with the issuance of the Bonds on before the Closing DateDate the following, which shall be each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Agent; Lenders (bunless otherwise specified) receipt by and (except for the Issuing Bank and the Agent of the following, Notes) in sufficient copies for each case in the form approved by the Agent on the Closing DateLender: (i) Duly executed counterparts of this Agreement and the CP LOC Loan Note duly executed by the Company;Closing Date Intercreditor Agreement. (ii) an original The Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) The Collateral Documents, together with evidence that all other 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 or the sole members, as applicable, of each of the Security Documents, duly executed by Borrower and each Guarantor approving the parties thereto; (iii) a copy execution and delivery of this Agreement and each other Financing DocumentLoan Document to which it is, certified by the Company as or is intended to completeness and authenticity; (iv) written opinions of counsel acceptable to the Agent, addressed to the Agent and the Banksbe a party, and in form of all documents evidencing other necessary constitutive action and, if any, material governmental and substance satisfactory other third party approvals and consents, if any, with respect to this Agreement, the Agent other Transactions and covering such matters as the Agent may reasonably request;each other Loan Document. (v) evidence satisfactory 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 Agent that each Administrative Agent) by the Secretary of State of the parties to jurisdiction of its incorporation or organization, as the Project Contractscase may be, Financing Documents thereof as being a true and Security Documents shall have duly and irrevocably appointed a process agent to act for and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such personLoan 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 receive summonses (A) the accuracy and completeness of the charter (or other legal process 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 connection with 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 suit, action or proceeding relating changes thereto (a copy of which shall be attached to such documents 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 jurisdictions in Loan Documents to which it is required or is to submit be a party on and as of the Closing Date; (E) the absence of any Default or Event of Default occurring and continuing, or resulting from entry into this Agreement or the transactions contemplated hereby; and (F) the absence of a Material Adverse Effect since December 31, 2019. (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 I attesting to the Solvency of the Borrower and its Restricted Subsidiaries, on a consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) [Reserved]. (x) 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 jurisdiction 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 appointment other matters as the Lenders may reasonably request. (xi) Since December 31, 2019, there shall not have been accepted occurred a Material Adverse Effect. (xii) All costs, fees and all expenses (including, without limitation, legal fees scheduled and expenses for which the Borrower has received an invoice at least one (1) day prior to accrue the Closing Date) and other compensation contemplated by the Fee Letters and payable to each such agent for the service of process Agents or the Lenders shall have been paid in full; and (vi) evidence satisfactory full in cash to the Agent that all actions necessary or appropriate in order to effectively establish, create or perfect the security interest have been duly takenextent due and payable. (cxiii) payment The Lenders shall have received, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations and Beneficial Ownership Regulation, including without limitation, the Company of all accrued fees and expenses (as provided in Sections 2.5 and 9.4) of the Agent and the Banks (including the reasonable accrued fees and disbursements of counsel to the Agent and the Banks), to the extent that one or more statements for such fees and expenses have been presented for paymentPatriot Act.

Conditions Precedent to the Closing Date. The occurrence Obligations of the Company Hereunder. All obligations of Opus under this Agreement with respect to the exchange of the Shares on the Closing Date is are subject to satisfaction the fulfillment, prior to or waiver at the Closing, of each of the following conditions precedentconditions, except to the extent that FRM may waive any one or more thereof: (ai) issuance The representations and warranties of the Bonds Company contained in this Agreement (including the information contained in the schedules delivered pursuant to this Agreement, collectively referred to as the "Representations and submission to the Agent Warranties") shall be true on and as of duplicate originals or certified copies of all documents submitted in connection with the issuance of the Bonds on the Closing Date, with the same effect as if said representations and warranties had been made on and as of the Closing Date; the Company shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; except as disclosed in the Schedules hereto, since the respective dates of the Financial Statements, there shall have been no material adverse change in the business, operations, results of operations or condition (financial or otherwise) of the Company; and FRM shall have been furnished with a certificate of the Company, dated the Closing Date, certifying (A) in such detail as FRM may request, to the fulfillment of the foregoing conditions and (B) that to the best of its knowledge no fact or condition exists or is contemplated or threatened which might result in the future in a material adverse change in the business, operations, results of operations or condition (financial or otherwise) or prospects of the Company. (ii) Except as may otherwise have been approved by FRM in writing or as otherwise disclosed to the Corporation, since the respective dates of the Financial Statements, the business of the Company shall have been conducted only in the ordinary course, and FRM shall have been furnished with a certificate of the Company, dated as of the Closing Date, certifying, in such detail as FRM may request, to the fulfillment of the foregoing conditions. In this regard, the Company shall deliver schedules supplementary to the schedules described in this Agreement, which supplementary schedules shall be dated as of the Closing Date, and shall show the changes, if any, to the schedules delivered on or prior to the date of execution of this Agreement, and indicate the authority for each such change. (iii) The Company shall have obtained and delivered to FRM all necessary consents to the transactions contemplated by this Agreement, which consents shall be in form and substance satisfactory to counsel for the Agent;Corporation. (iv) On the Closing Date, (A) there shall be no injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided or compels or would compel Opus to dispose of or discontinue the business or a portion of the business of the Company as a result of the consummation of any of the transactions contemplated hereby; and (B) there shall be no suit, action or other proceeding by any person pending before any court or governmental agency, or threatened to be filed or initiated, which, in the opinion of Opus, is likely to result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of Opus or any of its affiliates, in connection with the consummation of any transaction contemplated hereby. (v) FRM shall have received a favorable opinion, dated as of the Closing Date, and addressed to counsel for the Corporation, to the effect that: (a) The Company is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the Country of Belize. The Company has all requisite power and authority to conduct its business as presently conducted and to own properties. The Company has all requisite corporate power and authority to execute, deliver and perform all of its obligations under this Agreement. The Merger with Valcor Holdings, Inc. S.A., a corporation duly incorporated under the laws of the Country of Panama, and each document or agreement executed in connection therewith was duly authorized, executed and delivered by the Company. (b) receipt by the Issuing Bank and the Agent of the following, in each case in the form approved by the Agent on the Closing Date: (i) this This Agreement and the CP LOC Loan Note duly executed by the Company; (ii) an original of each of the Security Documents, duly executed by the parties thereto; (iii) a copy of each other Financing Documentagreement executed in connection herewith has been duly authorized, certified executed and delivered by the Company as to completeness and authenticity; (iv) written opinions constitutes the legal, valid and binding obligation of counsel acceptable the Company, enforceable in accordance with their respective terms, subject to the Agenteffects of bankruptcy, addressed to the Agent and the Banksinsolvency, and in form and substance satisfactory to the Agent and covering such matters as the Agent may reasonably request; (v) evidence satisfactory to the Agent that each of the parties to the Project Contractsreorganization, Financing Documents and Security Documents shall have duly and irrevocably appointed a process agent to act for and on behalf of such personreceivership, to receive summonses moratorium and other legal process similar laws now or hereafter in connection with any suit, action or proceeding effect relating to such documents in the jurisdictions in which it is required to submit to such jurisdiction and such appointment shall have been accepted and all fees scheduled to accrue to each such agent for the service of process shall have been paid in full; and (vi) evidence satisfactory to the Agent that all actions necessary or appropriate in order to effectively establish, create affecting creditors' rights or perfect the security interest have been duly takenremedies generally. (c) payment The Company is not subject to or bound by any provision of (a) any law, statute, rule, regulation or judicial or administrative decision, (b) to the best knowledge of such counsel, any mortgage, deed of trust, lease, note, shareholders' agreement, bond, indenture, other instrument or agreement, license, permit, trust, custodianship, other restriction, or (c) to the best knowledge of such counsel any judgment, order, writ, injunction or decree of any court, governmental body, administrative agency or arbitrator, that would prevent or be violated by or that would result in the creation of any lien or encumbrance as a result of, or under which there would be a default or right of termination as a result of, the execution, delivery and performance by the Company of all accrued fees the Agreement and expenses (as provided in Sections 2.5 and 9.4) the consummation of the Agent transactions contemplated thereby. No consent, approval or authorization of or declaration or filing with any person is required for the valid execution, delivery and performance by the Company of the Agreement and the Banks consummation of the transactions contemplated thereby. The consummation of the transactions contemplated hereby do not conflict with any provision of the Company's certificate of incorporation or by-laws. (including vi) All proceedings, corporate or otherwise, to be taken by the reasonable accrued fees Company in connection with the transactions contemplated by this Agreement, and disbursements of all documents incident thereto, shall be satisfactory in form and substance to FRM and the Company shall have made available to counsel for FRM all records and documents relating to the Agent business and affairs of the Banks)Company which such counsel may reasonably request in connection with its review as aforesaid. (vii) The Company shall have delivered to FRM (a) a copy of the Company's articles of incorporation, including all amendments thereto certified by an appropriate official of the Country of Belize as of the Closing Date, (b) a certificate from the Secretary of State of the Country of Belize to the extent effect that one the Company is in existence in such jurisdiction and listing all charter documents of such Company on file as of the Closing Date, (c) a certificate from an appropriate official from the Country of Belize or more statements for other jurisdiction in which the Company is qualified to do business to the effect that the Company is in good standing in such fees jurisdiction as of the Closing Date, and expenses (d) a certificate as to the tax status of the Company from the appropriate officials in Belize and each jurisdiction in which such Company is qualified to do business, each as of the Closing Date. (viii) The Board of Directors of the Company shall have been presented for paymentapproved the consummation of the transactions contemplated by this Agreement. (ix) The Company shall deliver to FRM copies of all of the Company's minute books, files, documents, papers, agreements, books of account and records pertaining to the business conducted by the Company prior to the Closing Date.

Conditions Precedent to the Closing Date. The occurrence of the Closing Date is subject to the satisfaction or waiver of the following conditions precedentconditions, each to the satisfaction of the Purchaser in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance reasonably satisfactory to the Purchaser in its sole discretion: (a) issuance of the Bonds and submission to the Agent of duplicate originals or certified copies of all documents submitted in connection with the issuance of the Bonds on the Closing Date, which The Purchaser shall be in form and substance satisfactory to the Agent; (b) receipt by the Issuing Bank and the Agent have received each of the following, in each case in the form approved by the Agent on the Closing Date: (i) An executed counterpart of this Agreement, the Performance Undertaking and the Lien Release and Acknowledgment Agreement. (ii) An executed Account Control Agreement with respect to each Seller Account relating to the Initial Sellers. (iii) Certified copies of resolutions of SAIC and each Initial Seller authorizing this Agreement and the CP LOC Loan Note duly other Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement, the other Purchase Documents and any other documents to be executed or delivered by the Company; (ii) an original of each of the Security Documents, duly executed by the parties Initial Seller pursuant hereto or thereto; (iii) a copy of each other Financing Document, certified by the Company as to completeness and authenticity;. (iv) written opinions Opinions of counsel acceptable to SAIC and each Initial Seller, including opinions with respect to due organization and good standing of each such Person, due authorization, execution and delivery of this Agreement and the other Purchase Documents entered into on or prior to the Agentdate hereof by such Person, addressed validity and enforceability of this Agreement and the other Purchase Documents entered into on or prior to the Agent date hereof with respect to such Person, non-contravention of organizational documents, material agreements and law, no consents, creation of security interest and perfection of security interest (including perfection by control with respect to the BanksRefundable Discount Advance Account), true sale and such other matters as the Purchaser may reasonably request. (v) An officer incumbency and specimen signature certificate for SAIC and each Initial Seller. (vi) Organizational documents of SAIC and each Initial Seller certified by the applicable governmental authority (as applicable), and evidence of good standing (as applicable). (vii) Evidence of the existence of each Seller Account and Approved Account relating to the Initial Sellers. (viii) A certification that each Initial Seller has instructed each Approved Obligor to pay all amounts owing on Receivables only to the applicable Seller Account or Approved Account. (ix) An executed deposit account control agreement with respect to the Refundable Discount Advance Account, in form and substance reasonably satisfactory to the Agent and covering such matters parties thereto, among the Seller Representative (in its capacity as the Agent may reasonably request; (v) evidence satisfactory to the Agent that each owner of the parties to Refundable Discount Advance Account), the Project ContractsPurchaser and MUFG, Financing Documents and Security Documents shall have duly and irrevocably appointed a process agent to act for and on behalf of such person, to receive summonses and other legal process in connection with any suit, action or proceeding relating to such documents in the jurisdictions in which it is required to submit to such jurisdiction and such appointment shall have been accepted and all fees scheduled to accrue to each such agent for the service of process shall have been paid in full; and (vi) evidence satisfactory to the Agent that all actions necessary or appropriate in order to effectively establish, create or perfect the security interest have been duly takenas depository institution. (cb) payment by the Company of Each Initial Seller shall have paid all accrued fees and expenses (as provided in Sections 2.5 and 9.4) of the Agent and the Banks (including the reasonable accrued fees and disbursements of counsel owed on or prior to the Agent and the Banks), Closing Date to the extent that one Purchaser pursuant to the terms of this Agreement or more statements for such fees and expenses have been presented for paymentthe Fee Letter.

Conditions Precedent to the Closing Date. The occurrence of the Closing Date is subject to the satisfaction or waiver of the following conditions precedent: (a) issuance conditions, each to the satisfaction of the Bonds Administrative Agent and submission each Purchaser in its sole discretion and, as to the Agent of duplicate originals any agreement, document or certified copies of all documents submitted in connection with the issuance of the Bonds on the Closing Dateinstrument specified below, which shall be each in form and substance satisfactory to the Administrative Agent;’s and each Purchaser in its sole discretion: (ba) receipt by the Issuing Bank and the The Administrative Agent shall have received each of the following, in each case in the form approved by the Agent on the Closing Date: (i) An executed counterpart of this Agreement and the CP LOC Loan Note duly executed by the Company;DXC Parent Guaranty. (ii) an original Certified copies of each resolutions of DXC and the Security DocumentsInitial Seller authorizing this Agreement and the other Purchase Documents and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed or delivered pursuant to this Agreement, duly the other Purchase Documents and any other documents to be executed or delivered by the parties Initial Seller pursuant hereto or thereto;. (iii) a copy of each other Financing Document, certified by An officer incumbency and specimen signature certificate for DXC and the Company as to completeness and authenticity;Initial Seller. (iv) written opinions Organizational documents of counsel acceptable to the Agent, addressed to the Agent DXC and the BanksInitial Seller certified by the applicable governmental authority (as applicable), and in form and substance satisfactory to the Agent and covering such matters evidence of good standing (as the Agent may reasonably request;applicable). (v) evidence satisfactory Opinions of counsel to DXC and the Agent that Initial Seller, including opinions with respect to due organization and good standing of each such Person, due authorization, execution and delivery of this Agreement and the parties to other Purchase Documents entered into on or about the Project Contractsdate hereof by such Person, Financing validity and enforceability of this Agreement and the other Purchase Documents and Security Documents shall have duly and irrevocably appointed a process agent to act for and on behalf of such person, to receive summonses and other legal process in connection with any suit, action or proceeding relating respect to such documents in the jurisdictions in which it is required Person, non-contravention of organizational documents, material agreements and law, no consents, creation of security interest and perfection of security interest (including perfection by control with respect to submit to such jurisdiction each Seller Account), true sale and such appointment shall have been accepted other matters as the Administrative Agent and all fees scheduled to accrue to each such agent for the service of process shall have been paid in full; andPurchasers may reasonably request. (vi) evidence satisfactory Evidence of the establishment of each Seller Account relating to the Agent that all actions necessary or appropriate in order to effectively establish, create or perfect the security interest have been duly takenInitial Seller. (cvii) payment by An executed Account Control Agreement with respect to the Company of Collection Account relating to the Initial Seller. (viii) A certification that the Initial Seller has instructed each Approved Obligor to pay all accrued amounts owing on Receivables only to the applicable Seller Account. (b) The Initial Seller shall have paid all fees and expenses owed on or prior to the Closing Date to the Administrative Agent (as provided in Sections 2.5 and 9.4) if, applicable, for the benefit of the Purchasers) pursuant to the terms of this Agreement or any fee letter executed in connection herewith; provided, however, for administrative \ convenience it is agreed and the Sellers hereby instruct the Administrative Agent and the Banks (including the reasonable accrued fees and disbursements of counsel Purchasers to the Agent and the Banks), to the extent that one or more statements for withhold such fees and expenses have been presented for paymentfrom the initial purchase of Receivables hereunder.

Conditions Precedent to the Closing Date. The occurrence obligation of each Lender to make Loans and the Closing Date is effectiveness of this Agreement are subject to the prior satisfaction or waiver of each of the following conditions precedentconditions, in each case to the satisfaction of the Administrative Agent and each of the Lenders (unless waived pursuant to Section 9.12(a)) on or prior to the Closing Date: (a) issuance Delivery to the Agents of each of the Bonds following Financing Documents, each duly executed and submission delivered by the parties thereto: (i) this Agreement; (ii) the CADA; (iii) the Member Pledge; (iv) the Security Agreement; (v) the Fee Letters; and (vi) 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. [***] 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. (d) Delivery to the Administrative Agent and each Lender of duplicate originals the following: (i) a secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from each Loan Party, signed by each of its respective authorized Responsible Officers and dated as of the Closing Date, attaching and certifying as to the Organizational Documents of each such party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each such Party, the good standing, existence or certified its equivalent of each such party and of the incumbency of the Responsible Officers of each such Party; (ii) a certificate from a Responsible Officer of each Loan Party certifying to (A) the representations and warranties made by such Loan Party (and in the case of the Borrower, for each Funded Subsidiary that is a party to a Financing Document) 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 indentified as a Watched Asset) 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 Asset), 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) an opinion, dated as of the Closing Date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; and (iv) an opinion, dated as of the Closing Date, of Proskauer Rose LLP, special bankruptcy counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender. (e) All Liens contemplated by the Collateral Documents to be created and perfected in favor of the Collateral Agent as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions. (f) The 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 other than Permitted Liens and (C) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. [***] 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. (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 Security Agreement. The Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all documents submitted 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 along with blank transfer powers and proxies. (h) All amounts required to be paid to or deposited with the Administrative Agent, the Collateral Agent, the Depositary or any Lender under this Agreement or any other Financing Document, or under any separate agreement with such parties, and all taxes, fees and other costs payable in connection with the issuance execution, delivery and filing of the Bonds on documents and instruments required to be filed pursuant to this Section 3.1, shall have been paid in full (or in connection with such taxes, fees (other than fees payable to the Lenders or the Agents) and costs, the Borrower shall have made other arrangements acceptable to the Agents, the Depositary or such Lender(s), as the case may be, in their sole discretion). (i) The Agents and Lenders shall have received all such documentation and information requested by the Agents and the Lenders that is necessary (including the names and addresses of 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 and the Lenders 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, which Date under the CADA shall be 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 unaudited financial statements of the Borrower in form and substance satisfactory to the Agent;Administrative Agent in its sole discretion. (bm) receipt The Borrower shall have obtained all approvals (to the extent required to have been obtained by the Issuing Bank such time) and the Agent all consents of the followingany Persons or modifications to Project Documents or Organizational Documents of any putative Subject Fund, 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 form approved by the Agent on the Closing Date: (i) this Agreement and the CP LOC Loan Note duly executed by the Company; (ii) an original of Financing Documents, each of which is listed on Schedule 3.1(m). Each of the Security Documents, duly executed by the parties thereto; (iii) a copy of each other Financing Document, certified by the Company as to completeness foregoing shall be in full force and authenticity; (iv) written opinions of counsel acceptable to the Agent, addressed to the Agent and the Banks, effect and in form and substance reasonably satisfactory to the Agent and covering such matters as the Agent may reasonably request; (v) evidence satisfactory to the Agent that each of the parties to the Project Contracts, Financing Documents and Security Documents shall have duly and irrevocably appointed a process agent to act for and on behalf of such person, to receive summonses and other legal process in connection with any suit, action or proceeding relating to such documents in the jurisdictions in which it is required to submit to such jurisdiction and such appointment shall have Administrative Agent. [***] Confidential treatment has been accepted and all fees scheduled to accrue to each such agent requested for the service of process shall have bracketed portions. The confidential redacted portion has been paid in full; and (vi) evidence satisfactory to omitted and filed separately with the Agent that all actions necessary or appropriate in order to effectively establish, create or perfect the security interest have been duly takenSecurities and Exchange Commission. (c) payment by the Company of all accrued fees and expenses (as provided in Sections 2.5 and 9.4) of the Agent and the Banks (including the reasonable accrued fees and disbursements of counsel to the Agent and the Banks), to the extent that one or more statements for such fees and expenses have been presented for payment.

Conditions Precedent to the Closing Date. The occurrence This Agreement shall become effective on and as of the Closing Date first 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 waiver of concurrently with the following conditions precedent:Closing Date): (a) issuance of the Bonds and submission to the The Administrative Agent of duplicate originals shall have received on or certified copies of all documents submitted in connection with the issuance of the Bonds on before the Closing DateDate the following, which shall be each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Agent; Lenders (bunless otherwise specified) receipt by and (except for the Issuing Bank and the Agent of the following, Notes) in sufficient copies for each case in the form approved by the Agent on the Closing DateLender: (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 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, 2015. (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 CP LOC Loan Note duly executed by other documents to be delivered hereunder. (viii) Certificates, in substantially the Company;form of Exhibit I attesting to the Solvency of the Borrower and its Restricted Subsidiaries, 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) an original of customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each of case prepared in a manner consistent with the Security Documents, duly executed projections in the presentation provided by the parties thereto;Borrower dated May 5, 2016. (iiix) To the extent applicable, a copy Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other Financing Documentthan any Existing Letter of Credit) to be issued, certified by on the Company as to completeness and authenticity;Closing Date. (ivxi) written opinions A favorable opinion of (A) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel acceptable to the AgentLoan Parties, addressed to in substantially the Agent and the Banksform of Exhibit D-1 hereto, and in form and substance satisfactory to the Agent and covering addressing such other matters as the Agent Lenders may reasonably request; (v) evidence satisfactory to the Agent that each of the parties to the Project Contracts, Financing Documents and Security Documents shall have duly and irrevocably appointed a process agent to act for and on behalf of such person, to receive summonses and other legal process in connection with any suit, action or proceeding relating to such documents in the jurisdictions in which it is required to submit to such jurisdiction and such appointment shall have been accepted and all fees scheduled to accrue to each such agent for the service of process shall have been paid in full; and (vi) evidence satisfactory to the Agent that all actions necessary or appropriate in order to effectively establish, create or perfect the security interest have been duly taken. (c) payment by the Company of all accrued fees and expenses (as provided in Sections 2.5 and 9.4) of the Agent and the Banks request (including the reasonable accrued fees and disbursements of counsel as to the Agent and the Banks), to the extent that one or more statements for such fees and expenses have been presented for payment.Delaware corporate law

Conditions Precedent to the Closing Date. The obligation of each Lender to make its initial extension of credit hereunder and the occurrence of the Closing Date is subject to the fulfillment, to the reasonable satisfaction (or waiver in accordance with Section 11.2), of each of the following conditions precedentconditions: (a) issuance of the Bonds and submission to the Agent of duplicate originals or certified copies of all documents submitted in connection with shall have received this Agreement, the issuance of Agent Fee Letter and each other Loan Document not previously delivered to it, each duly executed and delivered by each party thereto; (b) the Bonds on Agent shall have received the written opinions, dated the Closing Date, of counsel to the Loan Parties, with respect to this Agreement, which written opinions shall be in form and substance reasonably satisfactory to the Agent; (bc) receipt the Agent shall have received a certificate of status with respect to each Loan Party dated within 30 days of the Closing Date, or confirmed by facsimile, if facsimile confirmation is available, each such certificate to be issued by the Issuing Bank secretary of state of the jurisdiction of incorporation or formation of such Loan Party, and, to the extent available in such jurisdiction, which certificates shall indicate that the applicable Loan Party is in good standing in such state; (d) the Agent shall have received a copy of each Loan Party’s Governing Documents, certified by a Responsible Officer with respect to the Borrower, which certificate shall be in form and substance as set forth in Exhibit 3.1(d); (e) the Agent shall have received a copy of the resolutions or the unanimous written consents with respect to each Loan Party, certified as of the Closing Date by a Responsible Officer, authorizing (A) the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which it is or will be a party and the Agent execution and delivery of the followingother documents to be delivered by it in connection herewith and therewith, which certificate shall be in each case form and substance as set forth in the form approved by Exhibit 3.1(d); (f) the Agent shall have received a signature and incumbency certificate of the Responsible Officer with respect to each Loan Party executing this Agreement and the other Loan Documents not previously delivered to the Agent to which it is a party, certified by a Responsible Officer, which certificate shall be in form and substance as set forth in Exhibit 3.1(d); (g) to the extent invoiced at least three Business Days prior to the Closing Date, the Borrower shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement and all fees due on the Closing Date:Date pursuant to any Fee Letter; (h) all governmental and third party approvals and other consents necessary in connection with the IPO, the Loan Documents and the continuing operations of the Borrower and its Subsidiaries shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Transactions; (i) the Agent shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for the last three full fiscal years ended at least 60 days prior to the Closing Date, (ii) unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for each subsequent fiscal quarterly interim period or periods ended at least 40 days prior to the Closing Date (and the corresponding period(s) of the prior fiscal year) and (iii) with respect to the balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for the fiscal quarter ended June 30, 2014, reconciliations thereof with respect to the Borrower and its Subsidiaries (and excluding Holdings) for such fiscal quarter, which shall have been reviewed by the independent accountants for Holdings as provided in Statement of Auditing Standards No. 100; which are prepared in accordance with US GAAP and meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to registration statements on Form S-1; (j) the Agent shall have received customary officer certificates in form and substance reasonably satisfactory to the Agent signed by a Financial Officer of the Borrower (i) certifying that the conditions in Sections 3.1(h), (k), (l), (m), and (n) have been satisfied, (ii) certifying that the Borrower and its Subsidiaries, on a Stand Alone Basis, are Solvent on the Closing Date and (iii) demonstrating compliance on the Closing Date with the financial covenants in Sections 6.12(b), (c) and (d), in each case, on a pro forma basis for the Transactions; (k) (i) the IPO with gross proceeds of not less than $100,000,000.00 shall have been consummated, (ii) 100% of the outstanding general partnership interests of the Borrower shall have been contributed to Holdings and (iii) 100% of the outstanding membership interests issued by FSCO and by FSM shall have been contributed to the Borrower; (l) the representations and warranties of Loan Parties contained in this Agreement and the CP LOC other Loan Note duly executed by the Company; (ii) an original of each Documents shall be true and correct in all material respects on and as of the Security Documents, duly executed by the parties thereto; Closing Date (iii) a copy of each other Financing Document, certified by the Company as to completeness and authenticity; (iv) written opinions of counsel acceptable to the Agent, addressed to the Agent and the Banks, and in form and substance satisfactory to the Agent and covering such matters as the Agent may reasonably request; (v) evidence satisfactory to the Agent that each of the parties to the Project Contracts, Financing Documents and Security Documents shall have duly and irrevocably appointed a process agent to act for and on behalf of such person, to receive summonses and other legal process in connection with any suit, action or proceeding relating to such documents in the jurisdictions in which it is required to submit to such jurisdiction and such appointment shall have been accepted and all fees scheduled to accrue to each such agent for the service of process shall have been paid in full; and (vi) evidence satisfactory to the Agent that all actions necessary or appropriate in order to effectively establish, create or perfect the security interest have been duly taken. (c) payment by the Company of all accrued fees and expenses (as provided in Sections 2.5 and 9.4) of the Agent and the Banks (including the reasonable accrued fees and disbursements of counsel to the Agent and the Banks)that, to the extent that one such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or more statements for similar language shall be true and correct in all respects on such fees respective dates); (m) no Event of Default or Unmatured Event of Default shall have occurred and expenses be continuing on the Closing Date, nor shall result from the making of extensions of credit on the Closing Date; (n) the Borrower and its Subsidiaries shall have been presented for paymentno Debt outstanding other than pursuant to the Revolving Credit Facility and other Debt permitted to be outstanding under the terms of this Agreement; and (o) the Agent shall have received, at least 5 Business Days prior to the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as reasonably requested by any of the Agent and/or the Lenders in writing at least 10 Business Days in advance of the Closing Date.

Conditions Precedent to the Closing Date. The occurrence Obligations of the Company Hereunder. All obligations of ROK under this Agreement with respect to the exchange of the Shares on the Closing Date is are subject to satisfaction the fulfillment, prior to or waiver at the Closing, of each of the following conditions precedentconditions, except to the extent that CYBERFUND may waive any one or more thereof: (ai) issuance The representations and warranties of the Bonds Company contained in this Agreement (including the information contained in the schedules delivered pursuant to this Agreement, collectively referred to as the "Representations and submission to the Agent Warranties") shall be true on and as of duplicate originals or certified copies of all documents submitted in connection with the issuance of the Bonds on the Closing Date, with the same effect as if said representations and warranties had been made on and as of the Closing Date; the Company shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; except as disclosed in the Schedules hereto, since the respective dates of the Financial Statements, there shall have been no material adverse change in the business, operations, results of operations or condition (financial or otherwise) of the Company; and CYBERFUND shall have been furnished with a certificate of the Company, dated the Closing Date, certifying (A) in such detail as CYBERFUND may request, to the fulfillment of the foregoing conditions and (B) that to the best of its knowledge no fact or condition exists or is contemplated or threatened which might result in the future in a material adverse change in the business, operations, results of operations or condition (financial or otherwise) or prospects of the Company. (ii) Except as may otherwise have been approved by CYBERFUND in writing or as otherwise disclosed to the Corporation, since the respective dates of the Financial Statements, the business of the Company shall have been conducted only in the ordinary course, and CYBERFUND shall have been furnished with a certificate of the Company, dated as of the Closing Date, certifying, in such detail as CYBERFUND may request, to the fulfillment of the foregoing conditions. In this regard, the Company shall deliver schedules supplementary to the schedules described in this Agreement, which supplementary schedules shall be dated as of the Closing Date, and shall show the changes, if any, to the schedules delivered on or prior to the date of execution of this Agreement, and indicate the authority for each such change. (iii) The Company shall have obtained and delivered to CYBERFUND (A) all necessary consents to the transactions contemplated by this Agreement, which consents shall be in form and substance reasonably satisfactory to counsel for the Agent;Corporation and (B) an agreement or agreements in form and substance reasonably satisfactory to counsel for the Corporation signed by all of the shareholders of ROK under which all of such shareholders agree to transfer to CYBERFUND all of the shares of ROK held by them. (iv) On the Closing Date, (A) there shall be no injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided or compels or would compel ROK to dispose of or discontinue the business or a portion of the business of the Company as a result of the consummation of any of the transactions contemplated hereby; and (B) there shall be no suit, action or other proceeding by any person pending before any court or governmental agency, or threatened to be filed or initiated, which, in the opinion of ROK, is likely to result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of ROK or any of its affiliates, in connection with the consummation of any transaction contemplated hereby. (v) CYBERFUND shall have received a favorable opinion, dated as of the Closing Date, and addressed to counsel for CYBERFUND to the effect that: (a) The Company is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the England and Wales. The Company has all requisite power and authority to conduct its business as presently conducted and to own properties. The Company has all requisite corporate power and authority to execute, deliver and perform all of its obligations under this Agreement. (b) receipt by the Issuing Bank and the Agent of the following, in each case in the form approved by the Agent on the Closing Date: (i) this This Agreement and the CP LOC Loan Note duly executed by the Company; (ii) an original of each of the Security Documents, duly executed by the parties thereto; (iii) a copy of each other Financing Documentagreement executed in connection herewith has been duly authorized, certified executed and delivered by the Company as to completeness and authenticity; (iv) written opinions constitutes the legal, valid and binding obligation of counsel acceptable the Company, enforceable in accordance with their respective terms, subject to the Agenteffects of bankruptcy, addressed to the Agent and the Banksinsolvency, and in form and substance satisfactory to the Agent and covering such matters as the Agent may reasonably request; (v) evidence satisfactory to the Agent that each of the parties to the Project Contractsreorganization, Financing Documents and Security Documents shall have duly and irrevocably appointed a process agent to act for and on behalf of such personreceivership, to receive summonses moratorium and other legal process similar laws now or hereafter in connection with any suit, action or proceeding effect relating to such documents in the jurisdictions in which it is required to submit to such jurisdiction and such appointment shall have been accepted and all fees scheduled to accrue to each such agent for the service of process shall have been paid in full; and (vi) evidence satisfactory to the Agent that all actions necessary or appropriate in order to effectively establish, create affecting creditors' rights or perfect the security interest have been duly takenremedies generally. (c) payment The Company is not subject to or bound by any provision of (a) any law, statute, rule, regulation or judicial or administrative decision, (b) to the best knowledge of such counsel, any mortgage, deed of trust, lease, note, shareholders' agreement, bond, indenture, other instrument or agreement, license, permit, trust, custodianship, other restriction, or (c) to the best knowledge of such counsel any judgment, order, writ, injunction or decree of any court, governmental body, administrative agency or arbitrator, that would prevent or be violated by or that would result in the creation of any lien or encumbrance as a result of, or under which there would be a default or right of termination as a result of, the execution, delivery and performance by the Company of all accrued fees the Agreement and expenses (as provided in Sections 2.5 and 9.4) the consummation of the Agent transactions contemplated thereby. No consent, approval or authorization of or declaration or filing with any person is required for the valid execution, delivery and performance by the Company of the Agreement and the Banks consummation of the transactions contemplated thereby. The consummation of the transactions contemplated hereby do not conflict with any provision of the Company's certificate of incorporation or by-laws. (vi) All proceedings, corporate or otherwise, to be taken by the Company in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be satisfactory in form and substance to CYBERFUND and the Company shall have made available to counsel for CYBERFUND all records and documents relating to the business and affairs of the Company which such counsel may reasonably request in connection with its review as aforesaid. (vii) The Company shall have delivered to CYBERFUND (a) a copy of the Company's memorandum and articles of association, including all amendments thereto certified by the reasonable accrued fees company secretary of ROK as true and disbursements complete as of the Closing Date, (b) a certificate from an official from the Companies Registry of England and Wales to the effect that the Company is in good standing as of a date no earlier than 3 days prior to the Closing Date, and (c) evidence reasonably satisfactory to counsel to the Agent and the Banks), CYBERFUND as to the extent that one tax status of the Company . (viii) The Board of Directors of the Company shall have approved the consummation of the transactions contemplated by this Agreement. (ix) The Company shall deliver to CYBERFUND, or more statements make available for such fees review at a mutually acceptable location, copies of all of the Company's minute books, files, documents, papers, agreements, books of account and expenses have been presented for paymentrecords pertaining to the business conducted by the Company prior to the Closing Date.

Conditions Precedent to the Closing Date. The occurrence obligations of the Issuing Banks to issue Letters of Credit shall not become effective until the date (the “Closing Date is subject to satisfaction or waiver Date”) on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 10.5): (a) issuance of the Bonds and submission to the Agent of duplicate originals or certified copies of all documents submitted in connection with the issuance of the Bonds on On the Closing Date, which the Credit Parties, the Administrative Agent and each Lender shall be in form have signed a counterpart of this Agreement and substance satisfactory shall have delivered (or transmitted by telecopy) the same to the AgentAdministrative Agent at its Payment Office; (b) receipt by the Issuing Bank and the Agent of the following, in each case in the form approved by the Agent on On the Closing Date: , the Administrative Agent shall have received (i) this Agreement an opinion, in form and the CP LOC Loan Note duly executed by the Company; (ii) an original of each of the Security Documents, duly executed by the parties thereto; (iii) a copy of each other Financing Document, certified by the Company as to completeness and authenticity; (iv) written opinions of counsel acceptable substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the BanksLenders and dated the Closing Date, from K▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇ LLP, special New York counsel to the Credit Parties, which opinion shall cover the matters contained in Exhibit E-1, and (ii) an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and covering such matters as the Agent may reasonably request; (v) evidence satisfactory to the Agent that each of the parties Lenders and dated the Closing Date, from A▇▇▇▇▇▇, special Bermuda counsel to the Project ContractsCredit Parties, Financing Documents and Security Documents which opinion shall have duly and irrevocably appointed a process agent to act for and on behalf of such person, to receive summonses and other legal process cover the matters contained in connection with any suit, action or proceeding relating to such documents in the jurisdictions in which it is required to submit to such jurisdiction and such appointment shall have been accepted and all fees scheduled to accrue to each such agent for the service of process shall have been paid in full; and (vi) evidence satisfactory to the Agent that all actions necessary or appropriate in order to effectively establish, create or perfect the security interest have been duly taken.Exhibit E-2; (c) payment On the Closing Date, the Administrative Agent shall have received a certificate, signed by a Responsible Officer of each Credit Party, in form and substance reasonably satisfactory to the Company of all accrued fees and expenses Administrative Agent, certifying that (as provided in Sections 2.5 and 9.4i) each of the Agent representations and warranties set forth in this Agreement and in the Banks other Credit Documents qualified as to materiality are true and correct and those not so qualified are true and correct in all material respects, each as of the Closing Date (including the reasonable accrued fees and disbursements of counsel to the Agent and the Banks), except to the extent that one any such representation or more statements for such fees and expenses warranty is expressly stated to have been presented made as of a specific date, in which case such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case as of such date), (ii) there is no pending or threatened litigation, bankruptcy or other proceeding in which there is a reasonable likelihood of an adverse determination which could reasonably be expected to result in a Material Adverse Effect or which seeks to restrain, enjoin or prevent the closing of the credit facilities provided for payment.herein, (iii) no Default or Event of Default exists as of the Closing Date and (iv) there has not occurred or become known to the Administrative Agent since December 31, 2006, a change, occurrence or development that could reasonably be expected to have a Material Adverse Effect; (d) On the Closing Date, the Administrative Agent shall have received a certificate of the secretary or an assistant secretary of each Credit Party, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws or similar governing document of such Credit Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and

Conditions Precedent to the Closing Date. The occurrence This Agreement and the other Transaction Documents and the Commitments of each Initial Lender hereunder shall become effective on the Closing Date is subject to satisfaction or waiver first date on which each of the following conditions precedent:precedent are satisfied (or waived by each Initial Lender in its sole discretion): (a) issuance subject to the last paragraph of this Article IV, the Initial Lenders (or their counsel) shall have received fully executed copies of the Bonds and submission to the Agent of duplicate originals or certified copies of Transaction Documents, all documents submitted in connection with the issuance of the Bonds on the Closing Date, which shall be in form and substance satisfactory to the AgentInitial Lenders; (b) receipt by subject to the Issuing Bank and last paragraph of this Article IV, the Agent of the following, in each case in the form approved by the Agent on the Closing Date: Initial Lenders (or their counsel) shall have received (i) this Agreement a report of UCC financing statement, tax, judgment and litigation Lien searches performed with respect to each Loan Party in such Loan Party’s jurisdiction of incorporation, organization or formation, as applicable, and/or the CP LOC Loan Note duly executed by state(s) of operation of the Company; relevant Network, and such report shall show no Liens on the Collateral (other than Permitted Liens) and (ii) an original each document (including, without limitation, drafts of each any UCC financing statement) required by any Closing Date Transaction Document to be filed, registered or recorded to create, in favor of the Security Documents, duly executed by the parties thereto; (iii) a copy of each other Financing Document, certified by the Company as to completeness and authenticity; (iv) written opinions of counsel acceptable to the Collateral Agent, addressed to for the Agent benefit of itself and the Banksother Secured Parties, a first priority and perfected Security Interest upon the Collateral that constitutes personal property, all in form and substance satisfactory to the Agent and covering such matters as the Agent may reasonably requestInitial Lenders; (vc) the Initial Lenders (or their counsel) shall have received the Closing Date Certificate of (or on behalf of) each Loan Party, and executed by a secretary, assistant secretary or other senior officer (as the case may be) thereof, which shall (i) certify that attached thereto is a true and complete copy of each Organizational Document of each applicable Loan Party, certified by the appropriate governmental office; (ii) identify by name and title and bear the signatures of (x) the officers, managers, directors or authorized signatories of such Loan Party authorized to sign the applicable Transaction Documents to which it is a party on the Closing Date and/or (y) the individuals to whom such officers, managers, directors or other authorized signatories of such Loan Party have granted powers of attorney to sign such Transaction Documents; (iii) certify that attached thereto is a true and complete copy of the resolutions (or other evidence of authorization acceptable to the Initial Lenders) of the Board of Directors or similar governing body of (x) each such Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, and that such resolutions (or other evidence of authorization) have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect as of the Closing Date and (y) the Sponsor, approving and authorizing the Designation; and (iv) attach thereto a good standing certificate for each applicable Loan Party as of a recent date from the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation and each other jurisdiction in which such Loan Party’s failure to be duly qualified or licensed would constitute a Material Adverse Effect, all in form and substance satisfactory to the Initial Lenders; (d) the Initial Lenders (or their counsel) and the Collateral Agent that each shall have received a customary written opinion of (i) Ropes & Gray International LLP, in its capacity as Special New York counsel to the Loan Parties, (including, without limitation, with respect to the non-consolidation of the parties Loan Parties with their direct parent entities and other subsidiaries thereof, the true contribution of the Collateral on the Closing Date, and no conflicts with other indebtedness and material agreements of Altice USA, Inc. and its Subsidiaries), and (ii) R▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, PA, in its capacity as Delaware counsel for the Loan Parties in each case, dated as of the Closing Date and addressed to the Project ContractsAdministrative Agent, Financing Documents the Collateral Agent and Security Documents the Initial Lenders, in form and substance reasonably satisfactory to the Initial Lenders; (e) the Initial Lenders (or their counsel) shall have duly and irrevocably appointed received a process agent to act for and solvency certificate dated as of the Closing Date in substantially the form of Exhibit C hereto from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower or the Manager on behalf of the Borrower certifying as to the matters set forth therein; (f) on or prior to the Closing Date, the Borrower shall deliver a customary written opinion of Ropes & Gray LLP, in its capacity as special New York counsel to the Loan Parties and the Collateral Agent, with respect to non-consolidation and true sale or true contribution in form and substance reasonably satisfactory to the Initial Lenders; (g) the Initial Lenders, the Administrative Agent and the Collateral Agent shall have received (x) at least three (3) Business Days prior to the Closing Date (or such personshorter period agreed among the Borrower and such applicable Initial Lender, to receive summonses the Collateral Agent or Administrative Agent), all documentation and other information about the Loan Parties that is reasonably requested in writing by the Collateral Agent, Administrative Agent and the Initial Lenders at least ten (10) Business Days prior to the Closing Date (or such shorter period agreed among the Borrower and the applicable Initial Lender, the Collateral Agent or Administrative Agent) and is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the Patriot Act and (y) at least one (1) Business Day prior to the Closing Date (or such shorter period agreed among the Borrower and the applicable Initial Lender or Administrative Agent), if the Borrower qualifies as a “legal process entity customer” under the Beneficial Ownership Regulations, a Beneficial Ownership Certification (limited to a single LSTA form beneficial ownership certification) in connection with relation to the Borrower, so long as such information is requested in writing at least three (3) Business Day prior to the Closing Date (or such shorter period agreed among the Borrower and the applicable Initial Lender or Administrative Agent); (h) the Administrative Agent shall have received a Borrowing Request in respect of the Initial Term Loans; (i) immediately before and after giving effect to the Term Loan, (x) the DSCR, calculated on a Pro Forma Basis, is greater than or equal to 3.73 to 1.00 and (y) the Consolidated Total Net Leverage Ratio, calculated on a Pro Forma Basis, is less than or equal to 2.41 to 1.00; (j) as of date of the Closing Date (x) no Default or Event of Default has occurred or shall be continuing after giving effect to Transactions; (y) the representations and warranties made to the Administrative Agent or the Initial Lenders by the Loan Parties contained herein and in the other Transaction Documents (except as set forth in Sections 5.15 and 5.16) shall be true and correct in all material respects on and as of such date to the same extent as though made on and as of that date (unless any suitsuch representation and warranty is qualified as to materiality or Material Adverse Effect, action or proceeding relating in which case such representation and warranty is true and correct in all respects after giving effect to such documents in qualifier), except to the jurisdictions extent such representations and warranties specifically relate to an earlier date, in which it is required to submit to case such jurisdiction representations and such appointment warranties shall have been accepted true and correct in all material respects on such date (unless any such representation and warranty is qualified as to materiality or Material Adverse Effect, in which case such representation and warranty is true and correct in all respects after giving effect to such qualifier); and (z) there has been no Material Adverse Effect since December 31, 2024 and a certificate shall be delivered to the Initial Lenders certifying as to the foregoing; (k) the Administrative Agent, the Collateral Agent and the Initial Lenders shall have received (i) all fees required to be paid by the Borrower on or prior to the Closing Date pursuant to the Transaction Documents (including pursuant to Section 3.3) and (ii) all reasonable out-of-pocket expenses (including fees and disbursements of counsel) of the Administrative Agent, the Collateral Agent and the Initial Lenders for which invoices have been presented at least one (1) day prior to the Closing Date (or such shorter period agreed among the Borrower and the applicable Initial Lender or Administrative Agent), which amounts, in the Borrower’s sole discretion, may be offset against the proceeds of the Term Loans or may be paid from the proceeds of the Term Loans; (l) on or prior to the Closing Date, the Borrower will deliver to the Initial Lenders a customary risk retention letter (the “Risk Retention Letter”), substantially in the form of Exhibit D hereto; (m) setting forth the terms and conditions on which a direct or indirect parent entity thereof, in its capacity as the EU/UK retention holder, will irrevocably and unconditionally covenant and agree that, on an ongoing basis, so long as the Facility remain outstanding, it will retain a material net economic interest in the transaction in order to address Lender compliance with applicable EU/UK securitization regulations; (n) the Initial Lenders shall have received documentation evidencing the release of (i) any guarantees provided by the Loan Parties in respect of outstanding indebtedness of the Sponsor; and (ii) all liens and security interests in the Collateral securing any outstanding indebtedness of the Sponsor, in each case in form and substance satisfactory to the Initial Lenders; (o) the Collateral Agent shall have received from each other party to a Transaction Document to which the Collateral Agent is a party, a certificate from an officer of such party which shall identify by name and title and bear the signatures of (x) the officers, managers, directors or authorized signatories of such party authorized to sign the applicable Transaction Documents and/or (y) the individuals to whom such officers, managers, directors or other authorized signatories of such party have granted powers of attorney to sign such Transaction Documents; (p) the Initial Lenders shall have received a recycled entity certification of the Manager with respect to NYC AssetCo that is reasonably satisfactory to the Initial Lenders; (q) no “Default” or “Event of Default” shall have occurred or be continuing under any of the Existing Debt Documents as a result of the Transactions, the Transactions shall not conflict with or result in any breach, termination, or contravention of, or constitute a default under any of the Existing Debt Documents, the Loan Parties constitute “Unrestricted Subsidiaries” under the Existing Debt Documents and all fees scheduled transfer and contribution of assets to accrue the Loan Parties as part of the Transactions are permitted under the Existing Debt Documents, each Person transferring assets to each a Loan Party under the Transfer Agreement can certify the statements in Section 2 of the solvency certificate in the form of Exhibit C as if applicable to such agent for Person, mutatis mutandis, and the service of process Initial Lenders shall have received an officer’s certificate from a duly authorized officer at CSC Holdings confirming the foregoing, in form and substance reasonably satisfactory to the Initial Lenders; (r) the Initial Lenders shall have received certificates of insurance demonstrating that the Loan Parties have the insurance required under this Agreement in place on this Closing Date; (s) the Initial Lenders shall have received evidence that the Irrevocable Payment Directions have been paid in fulldelivered to the applicable payment processors; and (vit) evidence the Initial Lenders shall have received a certificate of the chief financial officer of the Sponsor regarding the sufficient availability of the applicable “baskets” under the Existing Debt Documents permitting the Designation. For purposes of determining compliance with the conditions specified in this Article IV, each Lender that has delivered an executed signature page to this Agreement shall be deemed to have received, consented to, approved accepted or to be satisfied with, each document or other matter required thereunder to be received, consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent that all actions necessary or appropriate in order to effectively establish, create or perfect the security interest shall have been duly taken. (c) payment by the Company of all accrued fees and expenses (as provided in Sections 2.5 and 9.4) of the Agent and the Banks (including the reasonable accrued fees and disbursements of counsel received notice from such Lender prior to the Agent and the Banks), to the extent that one or more statements for such fees and expenses have been presented for paymentproposed Closing Date specifying its objection thereto.