Common use of Conditions Precedent Clause in Contracts

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent: (1) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (5) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is received.

Conditions Precedent. 3.1 The obligation obligations of each Lender the Issuer to make any Loan on any Credit Dateissue, including and the Closing Date, Subscriber to subscribe and pay for the Warrants are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedentConditions Precedent: (1a) (if required) the Administrative Agent GEM Listing Committee of the Stock Exchange shall have approved the issue of the Warrants either unconditionally or subject to conditions to which neither the Issuer nor the Subscriber shall object without reasonable grounds and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument satisfaction of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofconditions; and (5b) as the GEM Listing Committee of such Credit Date, no event the Stock Exchange shall have occurred granted (either unconditionally or subject to conditions to which neither the Issuer nor the Subscriber shall object without reasonable grounds) the listing of, and permission to deal in, the Subscription Shares which may fall to be continuing or would result from allotted and issued upon the consummation exercise of the applicable Credit Extension subscription rights attached to the Warrants;. 3.2 The Issuer undertakes to the Subscriber to use its reasonable endeavours to ensure that would constitute a Default the Conditions Precedent are fulfilled as early as practicable and in any event not later than 28 August 2014 or an Event such later date as may be agreed between the Subscriber and the Issuer. 3.3 If the Conditions Precedent are not fulfilled on or before 5:00 p.m. 28 August 2014 or such later date as may be agreed between the Subscriber and the Issuer, this Agreement will lapse and become null and void and the parties shall be released from all rights, obligations and liabilities hereunder and none of Default. Any Agent the Parties shall have any claim against each other in relation thereto save for any liabilities for any antecedent breaches hereof. 3.4 The Subscriber shall furnish to the Issuer, the Stock Exchange or the Requisite Lenders shall be entitledSFC (if required) all information and documents, but not obligated to, request and receive, prior required pursuant to the making GEM Listing Rules and other applicable rules, codes and regulations or as may otherwise be required by the Issuer, the Stock Exchange or the SFC, solely for the preparation or issue of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any announcement or circular of the foregoing if, Issuer in the good faith judgment respect of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedthis Agreement.

Conditions Precedent. The obligation of each Lender Section 4.1. Conditions to make any Loan on any Credit Date, including the Closing Dateand Maintaining the Term Loans The obligations of Agent, Documentation Agent, L/C Issuer and other Lender Parties to amend and restate the Original Credit Agreement and otherwise consummate the transactions contemplated herein and to maintain the Term Loans, in each case are, in addition to the conditions precedent specified in Section 4.2, are subject to the satisfactiondelivery of all documents listed on, the taking of all actions set forth on and the satisfaction (or waiver in accordance with Section 11.5, writing by Agent and Requisite Lenders) of each of the following conditions precedentprecedent listed on Exhibit D hereto. Section 4.2. Conditions to each Advance and Letters of Credit The obligations of the Lenders to make any Advance under the Revolving Facility and/or to maintain the Term Loans, and the obligations of the L/C Issuer to issue, amend, renew, extend or otherwise modify Letters of Credit, are subject, in each case, to the satisfaction of each of the following: (1a) Borrower Funds Administrator, on behalf of Borrowers, shall have delivered to Agent the Administrative Agent most recent Borrowing Certificate for such Loan and in the case of an Advance, a Borrowing Base Certificate setting forth the Borrowing Base and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoAggregate Borrowing Availability as of the Friday immediately preceding the date of such requested Advance; (2b) the principal amount each of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein made by each Credit Party and each other Person party thereto (other than Lender Parties) in the other Transaction Loan Documents shall be true and correct in all material respects on before and as after giving effect to maintaining the Term Loans and/or making of that such Advance and/or the issuance, amendment, renewal, extension or other modification of such Letter of Credit Date to the same extent as though made on and as of that date, (except to the extent such representations and warranties specifically expressly relate to an earlier date, in which case such representations and warranties they shall have been true and correct in all material respects on and as of such earlier date; provided that); (c) no Default or Event of Default shall have occurred or be continuing or exist after giving effect to the requested Advance and/or the requested Letter of Credit on the relevant Borrowing Date; (d) immediately after giving effect to the requested Advance, in each case, such materiality qualifier the aggregate outstanding principal amount of Advances under the Revolving Facility shall not be applicable to any representations exceed the lesser of (i) the Facility Cap then in effect, less the Letter of Credit Usage then in effect; and warranties that already are qualified or modified by materiality (ii) the Aggregate Borrowing Availability then in the text thereofeffect; and (5e) no liabilities or obligations with respect to any Credit Party of any nature shall exist which, either individually or in the aggregate, reasonably would be expected to have or result in a Material Adverse Effect and, since the date of the then most recent audited financial statements delivered to Lender Parties hereunder, no Material Adverse Effect shall have occurred. Each Borrowing Certificate submitted shall constitute a representation and warranty by each Credit Party, as of the date of each such Credit notice and as of the relevant Borrowing Date, no event shall have occurred and be continuing or would result from that the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior conditions in Section 4.1 (with respect to the making Closing Date) and this Section 4.2 (with respect to all Loans and Letters of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent Credit) are satisfied or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower have been waived in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedby Agent and Requisite Lenders.

Conditions Precedent. (a) The obligation obligations of each Lender the Stockholder to make any Loan on any Credit Date, including consummate the Closing Date, transactions contemplated hereby are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedentconditions: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the The representations and warranties of GHX contained herein in Section 4(f) shall be true and in the correct with respect to those matters that are qualified by Material Adverse Effect or other Transaction Documents materiality standard and shall be true and correct in all material respects with respect to those matters that are not so qualified, in each case on the date hereof and as of that Credit Date to the same extent Exchange Closing as though made on and as of that date, the Exchange Closing (except to the extent any such representations and warranties specifically relate to representation or warranty expressly speaks as of an earlier date, in which case such representations representation and warranties warranty shall have been be true and correct or true and correct in all material respects on and respects, as applicable, as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any ). The representations and warranties that already are qualified or modified by materiality of GHX set forth in Section 4 of this Agreement other than those listed in the text thereofimmediately preceding sentence shall be true and correct, without giving effect to any Material Adverse Effect or other materiality qualifier within such representations and warranties, on the date hereof and as of the Exchange Closing as though made on and as of the Exchange Closing (except to the extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect; (ii) All of the covenants and obligations in this Agreement that GHX is required to comply with or to perform at or prior to the Exchange Closing shall have been complied with and performed in all material respects; (iii) The Stockholder shall have received a certificate executed by the Chief Executive Officer and Chief Financial Officer of GHX, in their capacities as such, confirming that the conditions set forth in Sections 6(a)(i) and 6(a)(ii) have been satisfied; (iv) The Company, Parent or Merger Sub shall have received the proceeds of the Financing on the terms set forth in the Commitment Letter, or shall have otherwise obtained the financing required in order for GHX and Merger Sub to fulfill its obligations under the Merger Agreement; (v) Each Affiliated Party Contract listed on Part 6(a)(v) of the GHX Disclosure Schedule shall have been extended for the period set forth on such part of the GHX Disclosure Schedule and, except as set forth on such part of the GHX Disclosure Schedule, GHX shall have provided to the Stockholder accurate and complete copies of the amendment or other agreement that shall have made such extension effective; and (5vi) All of the conditions set forth in Sections 6 and 7 of the Merger Agreement (except for Section 6.8) shall have been satisfied or waived by the party entitled to waive such condition. (b) The obligations of GHX to consummate the transactions contemplated hereby are subject to the following conditions: (i) The representations and warranties of the Stockholder contained in Section 3 shall be true and correct in all material respects, in each case on the date hereof and as of the Exchange Closing as though made on and as of the Exchange Closing (except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation earlier date); (ii) All of the applicable Credit Extension covenants and obligations in this Agreement that would constitute a Default the Stockholder is required to comply with or an Event of Default. Any Agent to perform at or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to Exchange Closing shall have been complied with and performed in all material respects; (iii) GHX shall have received a certificate executed by the requesting party confirming the satisfaction of any Chief Executive Officer and Chief Financial Officer of the foregoing ifStockholder, in their capacities as such, confirming that the good faith judgment conditions set forth in Sections 6(b)(i) and 6(b)(ii) have been satisfied; and (iv) All of such Agent the conditions set forth in Section 6 of the Merger Agreement (except for Section 6.8) shall have been satisfied or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedwaived by GHX.

Conditions Precedent. The obligation of each Lender to make any Loan Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.510.05, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Borrowing Notice relating theretoor Issuance Notice, as the case may be; (2ii) after making the principal amount of the Loans to be made in Credit Extensions requested on such Credit Extension Date, the Total Utilization of Revolving Commitments shall not exceed the undrawn Revolving Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timethen in effect; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided thatprovided, in each casethat to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such materiality qualifier representation or warranty shall not be applicable to any representations true and warranties that already are qualified or modified by materiality correct in the text thereof; andall respects; (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) on or before the date of issuance of any Letter of Credit, the Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as the Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. Any Agent or the Requisite Required Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Required Lenders, such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation 5.1 Conditions to the Purchase of each Lender the Rights to make any Loan on any Credit Date, including MSRs. Purchaser’s obligations to purchase the Closing Date, Rights to MSRs pursuant to Section 2.1 and the Servicing Rights pursuant to Section 2.2 and to pay the Purchase Price (and the Estimated Purchase Price) pursuant to Section 2.3 and Section 2.6 are subject to the satisfactionsatisfaction or Purchaser’s waiver of each of the conditions set forth in Section 6.1 and Section 6.3 of the Agreement (except the requirement to deliver the Third Party Consents necessary to transfer the Servicing Rights pursuant to Section 2.2) with respect to each of the Servicing Agreements and each of the Servicing Rights, or waiver in accordance with Section 11.5as applicable, on the Closing Date and the satisfaction of each of the following conditions precedentconditions: (1a) The Closing Date shall occur on or before January 31, 2013. (b) Seller shall have obtained all consents or approvals required to be obtained to consummate the Administrative Agent and transfers of the Lenders Rights to MSRs to Purchaser pursuant to Section 2.1; (c) The Purchaser shall have received evidence acceptable to it that each related Servicing Agreement has been designated and approved as a fully executed and delivered Funding Notice relating thereto“Facility Eligible Servicing Agreement” under a Servicing Advance Financing Agreement; (2d) No Termination Event shall be continuing hereunder or under any other Sale Supplement and no other event shall be continuing that, with the principal amount passage of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extensiontime, the Loan Amount does not exceed the lesser giving of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loannotice or both, the Borrower shall have (x) provided to Administrative Agent the related funding notice received would constitute a Termination Event hereunder or under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the any other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofSale Supplement; and (5e) as The Seller have obtained all required Third Party Consents to be the named servicer under the related Servicing Contracts (it being understood that the failure to obtain such consents for any Servicing Agreement shall then result in such Servicing Agreement ceasing to be a “Servicing Agreement” for purposes at such time, subject to the second sentence of such Credit the definition of “Closing Date, no event ”). (f) The Purchaser shall have occurred and be continuing or would result from the consummation received an acceptable opinion letter as to “true sale” matters of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is received▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP.

Conditions Precedent. (A) The obligation obligations of each Lender to make any Loan on any Credit Date, including the Closing Date, are subject parties hereto with respect to the satisfaction, or waiver in accordance with Section 11.5, issue and subscription of the following conditions precedent:Bonds are conditional upon:- (1i) the Administrative Agent Listing Committee of the Stock Exchange having granted the listing of, and permission to deal in, the Lenders shall have received a fully executed and delivered Funding Notice relating theretoConversion Shares based on the initial conversion price of the Bonds; (2ii) the principal amount obtaining of all necessary consents and waivers from the holder of the Loans 2016 Convertible Bonds in respect of the issue of the Bonds and the transactions contemplated in this Agreement and the Other Subscription Agreements (including but not limited to be made in waiver of the right of first refusal to which such Credit Extension shall not exceed holder of the undrawn Commitments as at 2016 Convertible Bonds is entitled). (B) The obligations of the related Credit Date; and, after giving effect Subscriber with respect to such Credit Extension, the Loan Amount does not exceed subscription of the lesser of Bonds are also conditional upon:- (xi) the Maximum Facility Amount less Subscriber being satisfied with the aggregate amount business (including future projects, prospects, business strategy, development and investment scope and business plan), technical, legal, financial, accounting and tax due diligence investigations with respect to the Group and the companies which the Subscriber intends to invest in for the purpose of Voluntary Commitment Reductions effected prior to such time completion of the subscription for the Bonds and (y) the Borrowing Base at such timeentering into of the transactions contemplated under the Transaction Documents; (3ii) the Subscriber having obtained all necessary internal approvals, including but not limited to the approval from its investment committee or the investment committee of its holding company (if applicable) in respect of the subscription of the Bonds as set forth in this Agreement. (C) If the Conditions Precedent provided in Clauses 3(A) are not fulfilled on or before 31 August 2015 (or such Loan is an Exposure-Related Loanlater date as may be agreed between the Subscriber and the Company in writing), this Agreement shall thereupon lapse and become null and void and the parties will be released from all obligations hereunder except for those under Clauses 8 to 12, save for any liability arising out of any antecedent breaches hereof. (D) The Company shall use its reasonable endeavours to procure the fulfilment of the Conditions Precedent provided in Clause 3(A) as soon as possible and in any event on or before the date specified in Clause 3(C). The Company shall notify the Subscriber as soon as practicable after it becomes aware of fulfilment of these Conditions Precedent. (E) In relation to the Condition Precedent provided in Clauses 3(B)(i), the Borrower Company shall have (x) provided promptly provide the information and documents requested by or on behalf of or for the Subscriber for the purpose of the due diligence investigations referred to Administrative Agent therein and render cooperation required by the related funding notice received under the Underlying Instrument Subscriber for facilitating fulfilment of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (5) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedCondition Precedent.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Initial Credit Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent: (1) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Adjusted Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to at such time and (y) the Borrowing Base Amount at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (54) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (5) after the making of such Loan and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Lender such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 5:00 p.m. (New York City time) on the date the applicable Funding Notice is received.

Conditions Precedent. (a) The obligation obligations of each the Lender to make any Loan the Loans shall not become effective until the date on any Credit Datewhich each of the following conditions is satisfied or waived by Lender: (i) the Lender shall have received (x) from each party hereto a counterpart of this Agreement signed on behalf of such party and (y) duly executed copies of all documents, instruments, certificates and information identified on the transaction checklist attached hereto as Exhibit B (including without limitation, at least five (5) Business Days prior to the Closing Date, are subject if any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Loan Party and copies of all applicable identification), all in form and substance reasonably satisfactory to the satisfaction, or waiver Lender in accordance with Section 11.5, of the following conditions precedent: all respects; (1ii) the Administrative Agent and the Lenders Lender shall have received a evidence satisfactory to it that any credit facility currently in effect for the Borrower (other than Indebtedness permitted by Section 13(a) hereof) shall have been terminated and cancelled and all indebtedness thereunder shall have been fully executed repaid (except to the extent being so repaid with the proceeds of the Loans) and delivered Funding Notice relating thereto; any and all liens thereunder shall have been terminated; (2iii) the principal amount of Lender shall have received all fees and other amounts due and payable on or prior to the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Closing Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (xiv) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and of the Loan Parties set forth in the other Transaction Loan Documents shall be true and correct correct, in all material respects respects, on and as of that Credit Date to the same extent as though made on and as of that date, date thereof except to the extent that such representations and warranties specifically relate solely to an earlier date, date (in which case such representations and warranties shall have been be true and correct correct, in all material respects on and respects, as of such earlier date); provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified (v) no Default or modified by materiality in the text thereof; and (5) as Event of such Credit Date, no event Default shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcontinuing.

Conditions Precedent. The obligation This Amendment shall become effective as of March 2, 2018 (the “Amendment Effective Date”) when each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedentprecedent have been satisfied in form and substance satisfactory to the Administrative Agent: (1a) the Administrative Agent and the Lenders shall have received a fully counterparts of this Amendment, duly executed by each of the Borrower, the Banks and delivered Funding Notice relating theretothe Administrative Agent; (2b) the principal amount Administrative Agent shall have received an Authorized Officer's Certificate of the Loans Borrower (i) certifying and attaching the resolutions adopted by the Borrower’s Board of Directors or Funding Committee, as the case may be, approving or consenting to be made in this Amendment and such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; andextension and (ii) certifying that, before and after giving effect to this Amendment and such Credit Extensionextension, the Loan Amount does not exceed the lesser of (xA) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties of the Borrower contained herein in Section 8 of the Credit Agreement are true and correct in the other Transaction Documents all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or similar concept applies to any representation or warranty, such representation or warranty shall be true and correct in all material respects respects) on and as of that Credit Date to the same extent as though made on and as of that dateAmendment Effective Date, except to the extent that such representations and warranties specifically relate refer to an earlier date, in which case such representations and warranties shall have been they are true and correct in all material respects on and as of such earlier date; provided that, in each caseand except that for purposes of this Section 2, such materiality qualifier shall not be applicable to any the representations and warranties that already are qualified contained in Section 8.4(b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 9.1 of the Credit Agreement, and (B) no Default or modified by materiality Event of Default exists; (c) the Administrative Agent shall have received reimbursement from the Borrower for costs incurred in connection with this Agreement and all reasonable fees and expenses of counsel to the text thereofAdministrative Agent shall have been paid; and (5d) as of such Credit Date, no event the Administrative Agent shall have occurred and be continuing or would result from the consummation received an executed counterpart of the applicable Credit Extension that would constitute a Default Master Transfer Supplement, dated on or an Event of Default. Any Agent or about the Requisite Lenders shall be entitleddate hereof, but not obligated to, request and receive, prior with respect to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedAgreement.

Conditions Precedent. The obligation of each Lender to make any Loan Loan, or Issuer to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoor LC Request, as the case may be; (2ii) after making the principal amount of the Loans to be made in Credit Extensions requested on such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does Working Capital Obligations shall not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (yA) the Borrowing Base at such timeor (B) the Revolving Commitments; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects or, with respect to any of the representations and warranties that are subject to a Material Adverse Effect qualification, in all respects, on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects or in all respects, as applicable, on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default. Any ; (v) on or before the date of issuance of any Letter of Credit, Issuer shall have received all other information required by the applicable LC Request, and such other documents or information as Issuer may reasonably require in connection with the issuance of such Letter of Credit; Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Lender such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Initial Credit Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent: (1) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Adjusted Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to at such time and (y) the Borrowing Base Amount at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (54) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; (5) the Escrowed Assignment Agreement Documents for the relevant Collateral Obligations have been received (in the manner and to the extent provided in Section 6.7); and (6) after the making of such Loan and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Lender such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 5:00 p.m. (New York City time) on the date the applicable Funding Notice is received.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date, including the Closing Date, are Date is subject to the satisfaction, or waiver in accordance with Section 11.59.5, of the following conditions precedent: (1i) the Administrative Agent, Paying Agent and the Lenders Custodian shall have received a fully executed and delivered Funding Notice relating theretotogether with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (2ii) the principal amount of the both before and after making any Revolving Loans to be made in requested on such Credit Extension Date, the Total Utilization of Revolving Commitments shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timeBase; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit Date, except, in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects respects, or true and correct in all respects, as the case may be on and as of such earlier date; provided that, in each caseprovided, such materiality qualifier shall not be applicable to any that the representations and warranties that already are qualified or modified by materiality in any Original Borrowing Base Certificate shall be excluded from the text thereof; andcertification in this Section 3.3(a)(iii) to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii); (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) the Administrative Agent and Paying Agent shall have received the Borrowing Base Report for the Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) as of such Credit Date, no Key Person Event shall have occurred; and (vii) in accordance with the terms of the Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, all original or authoritative copies of all agreements related to each Receivable, including all applicable Receivable Agreements (including any counterparts) that are, on such Credit Date, being transferred and delivered to Company pursuant to the Asset Purchase Agreement, and the Collateral Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Collateral Agent in its Permitted Discretion. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment Permitted Discretion of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from circumstances. Notwithstanding anything contained herein to the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on contrary, neither the date Paying Agent nor the applicable Funding Notice is receivedCollateral Agent shall be responsible or liable for determining whether any conditions precedent to making a Loan have been satisfied.

Conditions Precedent. The obligation effectiveness of this Amendment and the obligations of the Administrative Agent and each Lender to make any Loan on any Credit Date, including the Closing Date, hereunder are subject to the satisfaction, or waiver in accordance with Section 11.5by the Administrative Agent, of the following conditions precedent: precedent on or before the date hereof (1unless otherwise provided or agreed to by the Administrative Agent) in addition to the conditions precedent specified in Section 12.2 of the Credit Agreement: The Company shall have paid and/or reimbursed all reasonable fees, costs and expenses relating to this Amendment and owed to the Lender pursuant to the Credit Agreement in connection with this Amendment. The Company shall have delivered, or caused to be delivered, original fully completed, dated and executed originals of (i) this Amendment, and (ii) such other certificates, instruments, agreements or documents as the Administrative Agent may reasonably request (each of the foregoing certificates, instruments, agreements and documents described in this Section 4(B) (other than this Amendment) which constitute Loan Documents are hereinafter referred to collectively as the “Other Documents”). The Company shall have delivered certified copies of all documents evidencing any necessary corporate action, consents and governmental approvals (if any) required for the execution, delivery and performance by the Loan Parties of this Amendment and the Lenders Loan Documents referenced herein. The following statements shall have received a fully executed be true and delivered Funding Notice relating thereto; (2) correct and the principal amount Company, by executing and delivering this Amendment to the Lender and the Administrative Agent, hereby certifies that the following statements are true and correct as of the Loans date hereof: Other than as expressly contemplated by this Amendment, since the date of the most recent financial statements furnished by the Company to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be which financial statements were true and correct in all material respects and otherwise conformed to the requirements set forth in the Credit Agreement for such financial statements), there shall have been no change which has had or will have a material adverse effect on the business, operations, properties or financial condition of the Loan Parties taken as a whole; The representations and warranties of the Company set forth in the Credit Agreement and the other Loan Documents (as amended by this Amendment) are true and correct in all respects on and as of that Credit Date to the date of this Amendment with the same extent effect as though made on and as of that such date, except to the extent such representations and warranties specifically expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as no Unmatured Event of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified Default or modified by materiality in the text thereof; and (5) as Event of such Credit Date, no event shall have Default has occurred and be continuing is continuing; and No consents, licenses or would result from approvals are required in connection with the consummation execution, delivery and performance by the Company of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent this Amendment or the Requisite Lenders shall be entitled, but Other Documents or the validity or enforceability against the Company of this Amendment or the Other Documents which have not obligated to, request been obtained and receive, prior delivered to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedLender.

Conditions Precedent. The obligation effectiveness of each Lender to make any Loan on any Credit Date, including the Closing Date, are amendments set forth herein is subject to the satisfactionfulfillment, or waiver in accordance with Section 11.5to the satisfaction of the Agent and its counsel, of the following conditions precedentprecedent on or before the Effective Date: (1a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the Administrative following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoBanks, as applicable: (i) This Agreement; (2ii) Copies, certified by the principal amount Secretary or an Assistant Secretary of the Loans Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to be made any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in such Credit Extension shall not exceed connection with applicable “know your customer” and anti-money laundering rules and regulations, including the undrawn Commitments as at the related Credit DateUSA Patriot Act; and (v) Such additional documents, after certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Datethis Agreement, the representations and warranties contained herein and set forth in the other Transaction Documents Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that Credit Date for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the same extent as though made on and as of that date, except most recent such information furnished to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; andBank. (5c) as No Default or Event of such Credit Date, no event Default shall have occurred and be continuing or would result from the consummation as of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedhereof.

Conditions Precedent. ‌ The obligation of each Lender the Issuing Bank to make any Loan on any execute and deliver this First Amendment, to authorize the Letter of Credit Date, including the Closing Date, are to remain outstanding subject to the satisfaction, or waiver in accordance with Section 11.5, terms and conditions of the following conditions precedentCredit Agreement and to extend the Expiration Date of the Letter of Credit to June 21, 2013 shall be subject to the following: (1a) the Administrative Agent and the Lenders The Issuing Bank shall have received a fully executed and delivered Funding Notice relating theretocounterpart hereof signed by the Borrower; (2b) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties of the Borrower contained herein and in Section 2.04(c) of the other Transaction Documents Letter of Credit Agreement, as amended above, shall be true and correct in all material respects on and as of that Credit the Reissuance Date to with the same extent effect as though made on and as of that date, except and no condition, event or act shall have occurred which constitutes a Default under the Credit Agreement or, with notice or lapse of time, or both, would constitute a Default under the Credit Agreement; (c) the Issuing Bank shall have received from counsel for the Borrower an opinion in form and substance reasonably satisfactory to the extent such representations and warranties specifically relate Issuing Bank. (d) the conditions precedent to an earlier date, issuance of the Letter of Credit set forth in which case such representations and warranties Section 3.01 of the Letter of Credit Agreement shall have been true and correct in all material respects on and satisfied as of such earlier date; the Reissuance Date, including, without limitation, that the Issuing Bank shall have been designated as an “issuing bank” by the Administrative Agent and the Borrower as provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofCredit Agreement and Borrower shall have provided a Notice of Issuance to the Issuance Bank as required under Section 2.17(b) of the Credit Agreement; and (5e) as of such Credit Date, no event The Issuing Bank shall have occurred received such other documents, instruments, approvals and, if requested by the Issuing Bank, certified duplicates of executed copies thereof, and be continuing or would result from opinions as the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information Issuing Bank may reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedrequest.

Conditions Precedent. 6.1. Conditions to the Obligation of the Purchasers to Consummate the Initial Closing. The obligation several obligations of each Lender Purchaser to make any Loan on any Credit Dateconsummate the transactions to be consummated at the Initial Closing and, including if applicable, to purchase and pay for the New Notes being purchased by it at such Initial Closing Datepursuant to this Agreement, are subject to the satisfaction, or waiver in accordance with Section 11.5, satisfaction of the following conditions precedent:precedent set forth in this Section 6.1. (1a) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the The representations and warranties contained herein and in of the other Transaction Documents Company shall be true and correct in all material respects on and as of that Credit the Initial Closing Date to with the same extent force and effect as though made on and as of the Initial Closing Date (it being understood and agreed by each Purchaser that date, except to the extent such representations and warranties specifically relate to an earlier datefor purposes of this Section 6.1(a), in the case of any representation and warranty of the Company contained herein (i) which case is qualified by application thereto by a Material Adverse Effect standard, such representations representation and warranties shall have been warranty need be true and correct by application thereto only of a Material Adverse Change standard, (ii) which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects or (iii) which is made as of a specific date, such representation and warranty need be true and correct only as of such specific date). (b) The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by the Company on or prior to the Initial Closing Date. (c) Each Purchaser shall have received a certificate, dated the Initial Closing Date, signed by each of the President and the Chief Financial Officer of the Company, certifying on behalf of the Company that the conditions specified in the foregoing Sections 6.1(a) and (b) have been fulfilled. (d) Each Purchaser shall have received from the Company's counsel, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, an opinion in form and substance reasonably satisfactory to the Purchasers. (e) There shall not have been any Material Adverse Change since the Announcement Date. (f) All corporate and other proceedings to be taken by the Company in connection with the transactions contemplated hereby and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers and the Purchasers shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request. (g) The Company and the Collateral Agent, on behalf of the Purchasers, and the Purchasers with respect to Articles X and XI thereof, shall have entered into the Pledge and Security Agreement. (h) The Collateral Agent, on behalf of the Purchasers, SVB, the Company and the Guaranteeing Subsidiaries shall have entered into the Intercreditor Agreement and all consents identified on Schedule 6.1(h) of the Disclosure Schedule shall have been obtained, including all consents and waivers required from SVB in connection with the transactions contemplated in the Loan Documents. (i) All UCC filings and filings shall have been made in the United States Patent and Trademark Office in connection with the creation and perfection of the security interests in and Liens on the Collateral granted pursuant to the Loan Documents. (j) Nasdaq shall have approved of and consented to the transactions contemplated hereby. (k) To the extent the Company and the Purchasers agree is reasonably required, the waiting period under the HSR Act shall have expired or notice of early termination of the waiting period shall have been received by the Company and the Purchasers. (l) The cancellation of the July 2003 Notes and the issuance of the Amended Notes and, to the extent applicable, the purchase of and payment for the New Notes as of such Initial Closing shall not be prohibited or enjoined by any law, court order or government regulation. 6.2. Conditions to the Obligation of the Company to Consummate the Initial Closing. The obligation of the Company to consummate the transactions to be consummated at the Initial Closing, and to issue and sell to each Purchaser the Notes to be purchased by it at the Initial Closing pursuant to this Agreement, is subject to the satisfaction of the conditions precedent set forth in this Section 6.2. (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of such earlier date; provided the Initial Closing Date, with the same force and effect as though made on and as of Initial Closing Date (it being understood and agreed by the Company that, in each casethe case of any representation and warranty of such Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects). (b) Such Purchaser shall have performed in all material respects all obligations and conditions herein required to be performed or observed by such Purchaser on or prior to the Initial Closing Date. (c) To the extent the Company and the Purchasers agree is reasonably required, the waiting period under the HSR Act shall have expired or notice of early termination of the waiting period shall have been received by the Company and the Purchasers. Each Purchaser's obligations under this Section 6.2 shall be several and independent from the obligations of each other Purchaser; and the failure by any Purchaser to fulfill or comply with any of the conditions set forth in this Section 6.2 shall not affect the obligations of the Company to any other Purchaser to consummate the transactions contemplated by this Agreement. 6.3. Conditions to the Obligations of the Purchasers to Consummate each Subsequent Closing. The several obligations of each Purchaser to consummate the transactions to be consummated at each Subsequent Closing, and to purchase and pay for the New Notes being purchased by it at each such Subsequent Closing pursuant to this Agreement, are subject to the satisfaction of the conditions precedent set forth in this Section 6.3. (a) The representations and warranties contained herein of the Company shall be true and correct on and as of each Subsequent Closing Date with the same force and effect as though made on and as of each Subsequent Closing Date (it being understood and agreed by each Purchaser that for purposes of this Section 6.3(a), in the case of any representation and warranty of the Company contained herein (i) which is qualified by application thereto by a Material Adverse Effect standard, such representation and warranty need be true and correct by application thereto only of a Material Adverse Change standard, (ii) which is not hereinabove qualified by application thereto of a materiality qualifier standard, such representation and warranty need be true and correct only in all material respects or (iii) which is made as of a specific date, such representation and warranty need be true and correct only as of such specific date). (b) The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by the Company on or prior to each Subsequent Closing Date. (c) Each Purchaser shall have received a certificate, dated the Subsequent Closing Date, signed by each of the President and the Chief Financial Officer of the Company, certifying on behalf of the Company that the conditions specified in the foregoing Sections 6.3(a) and (b) have been fulfilled. (d) To the extent required, the waiting period under the HSR Act shall have expired or notice of early termination of the waiting period shall have been received by the Company and the Purchasers. (e) There shall not have been any Material Adverse Change since the Initial Closing. (f) The Company shall not have (i) commenced any voluntary proceeding under any provision of Title 11 of the Bankruptcy Code, as now or hereafter amended, or any other proceeding, under any law, now or hereafter in force, relating to bankruptcy, insolvency, reorganization, liquidation, or otherwise to the relief of debtors or the readjustment of indebtedness; (ii) made any assignment for the benefit of creditors or a composition or similar arrangement with such creditors; (iii) appointed a receiver, trustee or similar judicial officer or agent to take charge of or liquidate any of its property or assets; and (iv) shall not have had any involuntary proceeding of the kind described in subsections (i)-(iv) of this Section 6.5(g) commenced against it. (g) The purchase of and payment for the New Notes as of such Subsequent Closing shall not be applicable to prohibited or enjoined by any representations and warranties that already are qualified law, court order or modified by materiality in the text thereof; and (5) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedgovernment regulation.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including enter into this Agreement and to forbear with respect to the Closing Date, are Existing Defaults is subject to the Borrower’s satisfaction, or waiver in accordance with Section 11.5Lender’s sole discretion, of the following conditions precedent: (1a) Except for the Deficiency and the Existing Defaults, all representations and warranties set forth in Section 6 of the Loan Agreement must be true as of the date of this Agreement, except for Subsection (d) of Section 6, which is qualified by the lawsuits set forth in Schedule A attached, and Subsection (i) of Section 6, which is no longer applicable. (b) the Administrative Agent negotiation, execution, and delivery of Loan Documents in Proper Form, including, but not limited to, the Lenders shall have received a fully executed and delivered Funding Notice relating theretofollowing: INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 10 of 18 (i) this Agreement; (2ii) the principal amount of the Loans Second Amendment to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timeRevolving Note; (3iii) if such Loan is an Exposure-Related Loan, Restated Security Agreement signed by Borrower and acknowledged by the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofOverseas Private Investment Corporation; and (5iv) Borrower and Guarantors Resolutions. (c) other than as contemplated in this Agreement, there shall not have occurred a material adverse change in the business, assets, liabilities (actual and contingent), operations, or financial condition of Borrower or in the facts and information regarding such entities as represented to date. (d) Lender’s receipt and satisfactory review of a 180-day operating/cash flow forecast for Borrower and Guarantors. (e) Lender’s receipt and satisfactory review of a proposed budget from Borrower of recurring operating expenses, non-recurring operating expenses, general and administrative expenses, and any capital expenditures for the oil and gas properties expected to be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (f) Lender’s receipt of satisfactory written evidence that Borrower was provided with an additional commitment on the Subordinate Loan in May, 2009, in an amount not less than $250,000.00, for the payment of trade payables with respect to the Rockies Properties and the Texas Properties, and that as of such Credit Datethe date of this Agreement, no event shall have occurred Borrower has funded not less than $100,000.00 from this additional commitment and be continuing or would result from used the consummation funds for payment of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior trade payables with respect to the making of any Credit Extension, additional information reasonably satisfactory to Rockies Properties and the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedTexas Properties.

Conditions Precedent. The obligation This Amendment shall become effective as of March 2, 2018 (the “Amendment Effective Date”) when each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedentprecedent have been satisfied in form and substance satisfactory to the Administrative Agent: (1a) the Administrative Agent and the Lenders shall have received a fully counterparts of this Amendment, duly executed by each of the Borrower, the Banks and delivered Funding Notice relating theretothe Administrative Agent; (2b) the principal amount Administrative Agent shall have received an Authorized Officer’s Certificate of the Loans Borrower (i) certifying and attaching the resolutions adopted by the Borrower’s Board of Directors or Funding Committee, as the case may be, approving or consenting to be made in this Amendment and such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; andextension and (ii) certifying that, before and after giving effect to this Amendment and such Credit Extensionextension, the Loan Amount does not exceed the lesser of (xA) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties of the Borrower contained herein in Section 8 of the Credit Agreement are true and correct in the other Transaction Documents all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or similar concept applies to any representation or warranty, such representation or warranty shall be true and correct in all material respects respects) on and as of that Credit Date to the same extent as though made on and as of that dateAmendment Effective Date, except to the extent that such representations and warranties specifically relate refer to an earlier date, in which case such representations and warranties shall have been they are true and correct in all material respects on and as of such earlier date; provided that, in each caseand except that for purposes of this Section 2, such materiality qualifier shall not be applicable to any the representations and warranties that already are qualified contained in Section 8.4(b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 9.1 of the Credit Agreement, and (B) no Default or modified by materiality Event of Default exists; (c) the Administrative Agent shall have received reimbursement from the Borrower for costs incurred in connection with this Agreement and all reasonable fees and expenses of counsel to the text thereofAdministrative Agent shall have been paid; and (5d) as of such Credit Date, no event the Administrative Agent shall have occurred and be continuing or would result from the consummation received an executed counterpart of the applicable Credit Extension that would constitute a Default Master Transfer Supplement, dated on or an Event of Default. Any Agent or about the Requisite Lenders shall be entitleddate hereof, but not obligated to, request and receive, prior with respect to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedAgreement.

Conditions Precedent. The obligation of each Lender to make any Loan Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Restatement Date, are subject to the satisfaction, or waiver in accordance with Section 11.510.05, of the following conditions precedent: (1i) the Administrative Agent and the Lenders Revolving Administrative Agent shall have received a fully executed and delivered Funding Borrowing Notice relating theretoor Issuance Notice, as the case may be; (2ii) after making the principal amount of the Loans to be made in Credit Extensions requested on such Credit Extension Date, the Total Utilization of Canadian Revolving Commitments shall not exceed the undrawn Canadian Revolving Commitments as at then in effect and the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does Total Obligations of U.S. Revolving Commitments shall not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timeU.S. Revolving Commitments then in effect; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided thatprovided, in each casethat to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such materiality qualifier representation or warranty shall be true and correct in all respects and provided further that the failure of any representation or warranty with respect to the Target (other than the Specified Representations and Company Representations) to be true and correct on the Restatement Date will not be applicable constitute the failure of this condition precedent with respect to any representations and warranties that already are qualified or modified by materiality in the text thereof; andCredit Date occurring on the Restatement Date; (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any ; and (v) if pro forma for such Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any Revolving Exposure (calculated as set forth in Section 6.07) as of the foregoing if, in the good faith judgment date of such Agent or Credit Extension is in excess of 25% of the Requisite Lenders such request is warranted under the circumstances and such information is requested from aggregate Revolving Commitments, the Borrower shall be in writing compliance with the financial covenant set forth in Section 6.07 as of the last day of the most recent Fiscal Quarter for which financial statements are available (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on as if the date the applicable Funding Notice financial covenant is receivedin effect).

Conditions Precedent. The obligation (a) This Agreement shall become effective on the date the Administrative Agent has confirmed the satisfaction or waiver of each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent:contained in this Section 2 (the “Effective Date”): (i) The Administrative Agent shall have received counterparts of this Agreement duly executed and delivered by (1) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; Loan Parties, (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; andAdministrative Agent, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of and (x3) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timeRequired Lenders; (3ii) if such Loan is an Exposure-Related Loan, the The Borrower shall have (x) provided paid to the Administrative Agent all expenses payable pursuant to Section 9.03 of the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal Credit Agreement which have accrued to the Exposure Equity Amount related Effective Date to such Exposure-Related Loanthe extent invoices therefor have been provided at least one Business Day prior to the Effective Date; (4iii) as of such Credit Date, the The representations and warranties contained herein and of the Borrower set forth in the other Transaction Loan Documents (including, without limitation, this Agreement) shall be true and correct in all material respects on and as of the Effective Date except that (1) the representations and warranties contained in Sections 3.04(a) and 3.12 of the Credit Date Agreement shall be deemed to refer to the same extent as though made on most recent statements furnished pursuant to clauses (a) and as (b) (subject, in the case of that dateunaudited financial statements furnished pursuant to clause (b), except to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01 of the Credit Agreement, (2) to the extent that such representations and warranties specifically relate refer to an earlier date, in which case such representations and warranties they shall have been be true and correct in all material respects on and as of such earlier date; provided that, in each case, date and (3) to the extent that such materiality qualifier shall not be applicable to any representations and warranties that are already are qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects; and (5iv) as As of such Credit the Effective Date, no event Default or Event of Default shall have occurred and be continuing or would will result from the consummation execution of this Agreement and the transactions contemplated hereby as of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedEffective Date.

Conditions Precedent. The obligation of Borrower understands that this Amendment shall not be effective and shall have no force or effect until each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent:precedent has been satisfied, or waived in writing by Agent (in Agent’s sole discretion): (1) the Administrative Agent and the Lenders a. Borrower shall have received a fully duly executed and delivered Funding Notice relating theretoto Agent this Amendment; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the b. The representations and warranties contained herein and in of Borrower under the Loan Agreement, the other Transaction Loan Documents and this Amendment, as applicable, shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, date hereof (except to the extent such representations and warranties specifically relate expressly refer to an earlier date, in which case such representations they are true, correct and warranties shall have been true and correct complete in all material respects on and as of such earlier date); provided that, in each case, such that the foregoing materiality qualifier qualifications shall not be applicable apply to any representations and or warranties that already are qualified or modified by materiality in the text thereof, which representations and warranties shall be true in all respects; c. Agent shall have received in immediately available funds, all out-of-pocket costs and expenses (including reasonable attorneys’ fees and costs) incurred by Agent in connection with this Amendment and the transactions contemplated hereby and invoiced to Borrower prior to the date on which this Amendment is otherwise to become effective; provided that the failure to invoice any such amounts to Borrower prior to such date shall not preclude Agent from seeking reimbursement of such amounts, or excuse Borrower from paying or reimbursing such amounts, following the effective date of this Amendment; and (5) as d. Agent shall have received such other documents, and completion of such Credit Dateother matters, no event shall have occurred and be continuing as Agent may reasonably deem necessary or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, appropriate in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedconnection with this Amendment.

Conditions Precedent. a. As conditions precedent to the initial Transaction, Buyer shall have received on or before the day of such initial Transaction the following, in form and substance satisfactory to Buyer and duly executed by each party thereto: (i) Agent shall have received the Program Documents, including collateral documents, required legal opinions and certificates, each duly executed and in form and substance reasonably satisfactory to the Agent; (ii) Agent shall be satisfied that all material Liens granted to Buyer hereunder with respect to the Collateral are valid and perfected liens and have the priorities indicated herein; (iii) Except as disclosed on Schedule 2 attached hereto, there are no actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings affecting Sellers or any of their Subsidiaries or affecting any of the Property of any of them before any Governmental Authority which (i) questions or challenges the validity or enforceability of the Program Documents or otherwise materially impairs the transactions contemplated hereby or (ii) individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. (iv) The Program Documents shall be duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver; (v) Except as disclosed on Schedule 3 attached hereto, there shall have been no Material Adverse Change in the business, financial performance, assets, operations or condition (financial or otherwise) of Sellers and their subsidiaries, taken as a whole since March 31, 2007; (vi) The Sellers shall have delivered to the Agent and the Buyer (i) an unaudited consolidated balance sheet of NFI dated not earlier than March 31, 2007 prior to the date hereof showing Adjusted Tangible Net Worth of not less than $517,000,000 (which may or may not have been prepared in accordance with GAAP) and (ii) an unaudited summary schedule of estimated consolidated financial results of NFI and its subsidiaries for the three months ended March 31, 2007 (which may or may not have been prepared in accordance with GAAP); (vii) There shall not exist any violation of applicable laws and regulations (including, without limitation, ERISA, margin regulations and environmental laws) which could reasonably be expected to result in a Material Adverse Change, except as disclosed on Schedule 3 attached hereto; (viii) The representations and warranties contained herein shall be true and correct in all material respects as of the date hereof; (ix) No event shall have occurred and be continuing or would result from any Existing Agreement that would constitute an Event of Default or a Default; (x) Agent shall have received a certified copy of each Seller's and each Guarantor's consents or corporate resolutions, as applicable, approving the Program Documents and Transactions thereunder (either specifically or by general resolution), and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Program Documents; (xi) Agent shall have received an incumbency certificate of the secretaries of each Seller and each Guarantor certifying the names, true signatures and titles of each Seller's and each Guarantor's representatives duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder; (xii) Agent shall have received an opinion of each Seller's and each Guarantor's counsel as to such matters (including, without limitation, a corporate opinion, a New York law enforceability opinion, a security interest opinion, an investment company act opinion and a "securities contract" under federal bankruptcy law opinion) as Buyer may reasonably request and in form and substance acceptable to Buyer; (xiii) All of the conditions precedent in the Guaranty shall have been satisfied; and (xiv) Any other documents reasonably requested by Buyer. b. The obligation of Buyer to enter into each Lender to make any Loan on any Credit Date, Transaction (including the Closing Date, are initial Transaction) pursuant to this Agreement is subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent: (1i) the Administrative Agent and the Lenders Buyer or its designee shall have received on or before the day of a fully executed Transaction with respect to such Purchased Assets (unless otherwise specified in this Agreement) the following, in form and substance satisfactory to Buyer and (if applicable) duly executed: (A) Transaction Notice delivered Funding Notice relating theretopursuant to Section 4(a); (2B) the principal amount definitive certificate representing ownership of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect Purchased Assets that are subject to such Credit ExtensionTransaction in the name of Buyer or, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior if such Purchased Assets that are subject to such time and (y) Transaction are registered on DTC or similar depository, evidence satisfactory to Buyer that the Borrowing Base at records of DTC or such timedepository show Buyer as the beneficial ownership of such Purchased Assets that are subject to such Transaction; (3C) if each Governing Agreement with respect to each Purchased Asset; and (D) such Loan is an Exposure-Related Loancertificates, the Borrower customary opinions of counsel or other documents as Buyer may reasonably request, provided that such opinions of counsel shall not be required in connection with each Transaction but shall only be required from time to time as deemed necessary by Buyer in its good faith. (ii) No Default or Event of Default shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation occurred and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan;be continuing. (4iii) as Buyer shall not have reasonably determined that a change in any requirement of such Credit Datelaw or in the interpretation or administration of any requirement of law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions with a Pricing Rate based on LIBOR, unless Seller shall have elected pursuant to Section 15(a) hereof that the Pricing Rate for all Transactions be based upon the Prime Rate. (iv) All representations and warranties contained herein and in the other Transaction Program Documents shall be true and correct in all material respects on the date of such Transaction and as Sellers and Guarantors are in compliance with the terms and conditions of that Credit Date the Program Documents. (v) The then aggregate outstanding Purchase Price for all Purchased Assets, when added to the same extent as though made on and as of that datePurchase Price for the requested Transaction, except to shall not exceed the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties Maximum Aggregate Purchase Price. (vi) No event or events shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable reasonably determined by Buyer to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (5) as of such Credit Date, no event shall have occurred and be continuing resulting in the effective absence of a whole loan or would result from asset-backed securities market. (vii) If requested, Buyer shall have received satisfactory information regarding the consummation hedging strategy, arrangements and general policy of the applicable Credit Extension Guarantors with respect to hedge instruments. (viii) Satisfaction of any conditions precedent to the initial Transaction as set forth in clause (a) of this Section 9 that would constitute a Default were not satisfied prior to such initial Purchase Date. (ix) The Purchase Price for the requested Transaction shall not be less than $1,000,000, or an Event integral multiple of Default. Any $500,000 thereafter. (x) Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing ifhave determined that all actions necessary or, in the good faith judgment opinion of such Agent Buyer, desirable to maintain Buyer's perfected interest in the Purchased Assets and other Collateral have been taken, including, without limitation, duly executed and filed Uniform Commercial Code financing statements on Form UCC-1. (xi) Buyer shall not be obligated to enter into more than four (4) Transactions per month (excluding any automatic Transaction pursuant to Section 3(b)) or the Requisite Lenders such request is warranted under the circumstances and such information is one (1) Transaction per day. (xii) Any other documents reasonably requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedby Buyer.

Conditions Precedent. The obligation of each Lender the Lenders to make any Loan Loan, on any Credit Date, including the Closing Date, are is subject to the satisfaction, or waiver in accordance with Section 11.59.5, of the following conditions precedent: (1i) each Credit Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Administrative Agent (provided that the terms and provisions set forth in the Credit Documents as of the Closing Date shall be deemed satisfactory to the Administrative Agent) and no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Administrative Agent to be material, in each case, without the consent of the Administrative Agent. (ii) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretotogether with a Borrowing Base Certificate two (2) Business Days prior to such Credit Date, evidencing sufficient Commitment Availability with respect to the requested Loan together with an updated schedule of Receivables including the Receivables to be pledged in connection with the Loan, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and (B) set forth the information required to be provided under the Backup Servicing Agreement (including, without limitation, and with respect to each Contract, (1) the account number; (2) Obligor name, (3) the outstanding principal balance of the Receivable evidenced by such Contract), (4) the Remaining Funded Amount of such Receivable, and (5) any other information reasonably requested by the Administrative Agent with respect to such Credit Date; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other Transaction Credit Documents to which it is a party shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) as of such Credit Date, after giving effect to such Loan, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) as of such Credit Date, the Collateral Agent shall have received a fully executed Assignment; (vi) the Administrative Agent shall have approved all material changes made to the Credit Policies and the Servicing Policy in accordance with the terms set forth herein; (vii) if any Receivables originated by an Additional Bank Partner Originator are to be pledged in connection with the Loan on such Credit Date, the Administrative Agent shall have received a fully executed copy of the related Additional Bank Partner Originator Program Agreements and the Additional Bank Partner Originator Call Letter; (viii) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have delivered, or caused to be delivered, to the Backup Servicer, imaged copies of the Verified Documents and the related Receivables Report, and (to the extent required pursuant to the Backup Servicing Agreement) the Administrative Agent shall have received a Verification Report and the Verified Receivables Report from the Backup Servicer, which Verification Report and Verified Receivables Report is acceptable to the Administrative Agent in its sole discretion; (ix) no Closing Date Material Adverse Change shall have occurred; (x) no Tier 2 Collateral Performance Trigger shall have occurred; (xi) no Regulatory Trigger Event shall have occurred; (xii) immediately prior to and after making the Credit Extensions requested on such Credit Date, no Borrowing Base Deficiency shall exist; and (xiii) none of the Receivables to be sold to the Borrower on such Credit Date and reflected on the Borrowing Base Certificate delivered pursuant to clause (ii) above were originated in any state or jurisdiction with respect to which any Governmental Authority has instituted any inquiry, investigation, action or proceeding against any Credit Party, any Originator, any Bank Partner Originator or any sub-servicer relating to such Person’s authority to originate, hold, own, service, pledge or enforce any Receivable with respect to the residents of such state. Any Agent or the Requisite Lenders shall be entitled, but not obligated toobligated, to request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Agent, such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are Date is subject to the satisfaction, or waiver in accordance with Section 11.59.4, of the following conditions precedent: (1i) the at least two (2) Business Days prior to such Credit Date, Administrative Agent, Paying Agent and the Lenders each Lender shall have received a fully executed and delivered Funding Notice relating theretotogether with a Borrowing Base Certificate, evidencing sufficient Availability with respect to the requested Loans, and a Borrowing Base Report; (2ii) the principal amount of the both before and after making any Loans to be made in requested on such Credit Extension Date, the Total Utilization of Commitments shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timeBase; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except date (unless any such representation or warranty relates to the extent such representations and warranties specifically relate to an earlier a specific date, in which case such representations and warranties case, it shall have been be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and); (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension Loan that would constitute a Default or an Event of Default or a Default. Any ; (v) as of such Credit Date no event has occurred which has had a Material Adverse Effect; (vi) as of such Credit Date, no Key Person Event shall have occurred; (vii) to the extent that the pledge of any Lease would cause the aggregate Amortized Lease Value of all Leases the Obligors of which have billing addresses in any one state to exceed 22.5% of the Amortized Lease Value of all Pledged Leases, a legal opinion with respect to compliance with law in such state, reasonably acceptable to the Administrative Agent; (viii) such other items as the Administrative Agent or the Requisite Lenders any Lender shall reasonably request. The Administrative Agent shall be entitled, but not obligated to, request and receive, prior to the making of any Credit ExtensionLoan, additional information reasonably satisfactory to the requesting party Administrative Agent or any Lender confirming the satisfaction of any of the foregoing if, in the good faith judgment reasonable discretion of such the Administrative Agent or the Requisite Lenders such Lender such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, Date (including with respect to the obligation of each Lender to make a Credit Extension on the Closing Date, ) are subject to the satisfaction, or waiver in accordance with Section 11.510.05, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoBorrowing Notice; (2ii) after making the principal amount of the Loans to be made in Credit Extensions requested on such Credit Extension Date, the Total Utilization of Revolving Commitments shall not exceed the undrawn Revolving Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timethen in effect; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein (other than, in the case of any Credit Extension after the Closing Date, the representations and warranties contained in Sections 4.09 and 4.10) and in the other Transaction Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided thatprovided, in each casethat to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such materiality qualifier representation or warranty shall not be applicable to any representations true and warranties that already are qualified or modified by materiality correct in the text thereofall respects; and (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent Default under the Loan Documents, or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making a Default or Event of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, Default (each as defined in the good faith judgment of such Agent or the Requisite Lenders such request is warranted Existing Credit Agreement) under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedExisting Credit Agreement.

Conditions Precedent. The obligation of each Lender to make any Loan Loan, or Issuing Bank to issue any Letter of Credit (or, at Company’s request, to amend any Letter of Credit to extend its term or increase its amount), on any Credit Date, including occurring after the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.510.5, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoor Issuance Notice, as the case may be; (2ii) After making the Credit Extensions requested on such Credit Date, (x) the principal amount Total Utilization of the Loans to be made in such Credit Extension Revolving Commitments shall not exceed the undrawn Revolving Commitments as at the related Credit Date; and, after giving then in effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timeAvailability would be $0 or greater; (3iii) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as As of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable apply to any representations and warranties that to the extent already are qualified or modified by materiality or similar concept in the text thereof; and; (5iv) as As of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) On or before the date of issuance of any Letter of Credit, Administrative Agent and Issuing Bank shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit; (vi) The Chief Financial Officer of the Company shall have delivered a Chief Financial Officer’s Funding Certificate representing and warranting and otherwise demonstrating to the satisfaction of Administrative Agent that, as of such Credit Date, Company reasonably expects, after giving effect to the proposed borrowing and based upon good faith determinations and projections consistent with the Financial Plan, to be in compliance with all operating and financial covenants set forth in this Agreement as of the last day of the current Fiscal Quarter; and (vii) After giving effect to such Credit Extension (excluding any proceeds thereof that will be applied, other than with respect to the Term Loans or other Loans made on the Closing Date, in the ordinary course of business and consistent with past practices within two (2) Business Days after such Credit Extension, as certified by the Chief Financial Officer in the Chief Financial Officer’s Funding Certificate and evidenced by a reasonably detailed written summary of such uses of proceeds attached thereto), the aggregate Cash and Cash Equivalents of Holdings and its Subsidiaries will not exceed $4,000,000. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Lender, such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. 4.1 The obligation of each Lender shall have the discretion to make not disburse at any time, any amount under the Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of unless the following conditions precedentare complied with in the sole discretion of the Lender: (1) the Administrative Agent 4.1.1 The Loan Agreement and the Lenders shall have received a fully executed such other Transaction Documents are duly executed, and delivered Funding Notice relating theretoto the Lender by the Borrower; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the 4.1.2 The Borrower shall have (x) provided such information as may be called by the Lender in order to Administrative Agent verify the related funding notice received credit worthiness of the Borrower; 4.1.3 The Borrower submits to the Lender, ECS/ NACH/ SI/ Post- dated Cheques towards repayment of all the installments; 4.1.4 The Borrower submits to the Lender, any other documents or writing including Power of Attorney in favour of the Lender, as the Lender may require in its sole discretion. 4.2 The Lender may not, having disbursed any amount, disburse any further amount under the Underlying Instrument Loan, unless the following conditions are complied with in the sole discretion of the Lender before such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds further disbursement: 4.2.1 No Event of Default as specified in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loanclause 9 hereinafter shall have occurred; (4) as 4.2.2 The Borrower shall have produced evidence of such Credit Datethe utilization of prior disbursements and also in respect of proposed disbursements; 4.2.3 The Borrower shall have produced his/ their periodic financial statements; 4.2.4 No extra ordinary circumstances shall have occurred, the representations and warranties contained herein and which in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (5) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation sole opinion of the applicable Credit Extension that would constitute a Default Lender may make it improbable for the Borrower or an Event otherwise adversely affect his/ their capability of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of fulfilling any of the foregoing if, terms and conditions contained in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedthis Agreement.

Conditions Precedent. (a) The obligation obligations of each Lender the Operating Partnership to make any Loan on any Credit Date, including effect the Closing Date, are transactions contemplated hereby shall be subject to the satisfactionfollowing conditions (it being understood that, or waiver in accordance with Section 11.5, without limiting any of the following Contributor’s duties, covenants or obligations expressed elsewhere in this Agreement, the provisions of this Section 2.1(a) shall only be conditions precedent:to Closing and shall not independently create any additional covenants of the Contributor): (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the The representations and warranties of each Contributor contained herein and in the other Transaction Documents this Agreement shall be have been true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, (except to the extent for such representations and warranties specifically relate to an earlier datethat are qualified by materiality or “Material Adverse Effect” (which, in as used herein, means a material adverse effect on the assets, business, financial condition or results of operation of the applicable party or, if applicable, property), which case such representations and warranties shall have been true and correct in all material respects respects) on the date such representations and warranties were made and shall be true and correct in the manner described above on the Pre-Closing Date (as defined in Section 2.2 below) as if made at and as of such earlier date; provided that; (ii) The obligations of the Contributor contained in this Agreement shall have been duly performed on or before the Pre-Closing Date and the Contributor shall not have breached any of its covenants contained herein in any material respect; (iii) The Contributor, directly or through the Attorney-in-Fact (as defined in each caseSection 6.1 below), shall have executed and delivered to the Operating Partnership the documents required to be delivered pursuant to Sections 2.3 and 2.4 hereof; (iv) The Contributor shall have delivered to the Operating Partnership any consents or approvals of any Governmental Entity (as defined in Exhibit C) or third parties (including, without limitation, any Lenders) set forth on Schedule 2.3 to the Disclosure Schedule (as defined in Section 3.3 below); (v) The Contributor shall have used commercially reasonable efforts to deliver to the Operating Partnership estoppel certificates from all tenants at the Property, including the tenants listed on Schedule 2.1(a)(v) (the “Required Tenant Estoppels”), which estoppels shall be substantially in the form of Exhibit E or otherwise in the form required under such materiality qualifier tenants’ respective Lease; (vi) Subject to the provisions of Article 7, there shall not have occurred between the date hereof and the Pre-Closing Date any material adverse change in any of the assets, business, financial condition or results of operation of the Partnership and the Property, taken as a whole. It is understood that no material adverse change shall occur by reason of general economic conditions or economic conditions affecting the real estate market generally; (vii) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated hereby, and no litigation or governmental proceeding seeking such an order shall be pending or threatened; (viii) Chicago Title Insurance Company (the “Title Company”) shall be irrevocably committed to issue a Title Policy (as defined in Section 2.3(g) below) to the Partnership, effective as of the Closing, with respect to the Property; (ix) If required by the underwriters in connection with the Public Offering, the Title Company shall be irrevocably committed to issue a UCC Policy (as defined in Section 2.3(m) below) to the Operating Partnership, effective as of the Closing, with respect to the Partnership Interests; (x) Intentionally omitted; (xi) The contribution by Soma Square contemplated by the Farallon Contribution Agreement shall close concurrently with the Closing; (xii) The Company’s registration statement on Form S-11 to be filed after the date hereof with the Securities and Exchange Commission (the “SEC”) shall have become effective under the Securities Act of 1933, as amended, and shall not be applicable the subject of any stop order or proceeding by the SEC seeking a stop order; and (xiii) The IPO Closing (as defined in Section 2.2 below) shall be occurring simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the IPO Closing). Any or all of the foregoing conditions may be waived by the Operating Partnership in its sole and absolute discretion. (b) The obligations of the Contributor to effect the transactions contemplated hereby shall be subject to the following conditions (it being understood that, without limiting any of the Operating Partnership’s duties, covenants or obligations expressed elsewhere in this Agreement, the provisions of this Section 2.1(b) shall only be conditions to Closing and shall not independently create any additional covenants of the Operating Partnership): (i) The representations and warranties of each of the Operating Partnership and the Company contained in this Agreement shall have been true and correct in all material respects (except for such representations and warranties that already are qualified or modified by materiality or Material Adverse Effect, which representations and warranties shall have been true and correct in all respects) on the date such representations and warranties were made and shall be true and correct in the text thereofmanner described above on the Pre-Closing Date as if made at and as of such date; (ii) The obligations of each of the Operating Partnership and the Company contained in this Agreement shall have been duly performed on or before the Pre-Closing Date and neither the Operating Partnership nor the Company shall have breached any of their respective covenants contained herein in any material respect; (iii) Intentionally omitted; (iv) The Company and the Operating Partnership shall each have executed and delivered to the Contributor the documents required to be delivered pursuant to Sections 2.3 and 2.4 hereof (including the Non-Exclusive Leasing and Project Coordination Agreement referenced in Section 2.3(n) below); (v) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated hereby, and no litigation or governmental proceeding seeking such an order shall be pending or threatened; (vi) At the Closing, either (x) the Existing Loan shall be refinanced or repaid in full or (y) the Contributor, Soma Square and each of their respective affiliates (as applicable) shall be released from any liability pursuant to any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations with respect to the Existing Loan and which first arises on or after the Closing Date; (vii) The contribution by Soma Square contemplated by the Farallon Contribution Agreement shall close concurrently with the Closing; (viii) The Company’s registration statement on Form S-11 to be filed after the date hereof with the SEC shall have become effective under the Securities Act of 1933, as amended, and shall not be the subject of any stop order or proceeding by the SEC seeking a stop order; and (5ix) as of such Credit Date, no event The IPO Closing shall have occurred and be continuing or would result from occurring simultaneously with the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent Closing (or the Requisite Lenders Closing shall be entitledoccur prior to, but not obligated toconditioned upon the immediate subsequent occurrence of, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedIPO Closing).

Conditions Precedent. The obligation of each Lender to make any Loan on (other than an Initial Term Loan) or Issuing Bank to issue any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, Letter of the following conditions precedentCredit: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoor Issuance Notice, as the case may be; (2ii) after making the principal amount of the Loans to be made in Credit Extensions requested on such Credit Extension Date, the Total Utilization of Revolving Commitments shall not exceed the undrawn Revolving Commitments as at then in effect; (iii) after making the related Credit Extensions requested on such Credit Date; and, after giving effect to such Credit Extension, the Total Utilization of Delayed Draw Term Loan Amount does Commitments shall not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timeDelayed Draw Term Loan Commitments then in effect; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iv) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5v) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and (vi) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Lender such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are This Amendment is subject to the satisfaction, or waiver in accordance with Section 11.5, satisfaction of all of the following conditions precedentconditions, the satisfaction of each of which is a condition precedent to the effectiveness of this Amendment, except to the extent waived in writing by LaSalle. (A) LaSalle shall have received each of the following, which shall be in form and substance reasonably satisfactory to it: (1i) this Amendment, duly executed by each Borrower and Parent, and by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇; and (ii) a Certificate of the Administrative Agent Secretary or Assistant Secretary of each Borrower and of Parent (A) relating to the adoption of resolutions by each such Borrower's and Parent's respective Board of Directors approving this Amendment and the Lenders shall other documents executed or delivered in connection herewith by such party, (B) certifying that no amendments have received a fully been made to each such Borrower's or Parent's Certificate of Incorporation, as amended, other than the Certificate of Designations and Preferences executed on December 14, 2001, and each such Borrower's or Parent's by-laws, as amended, since September 24, 2001, and (C) further certifying the names and incumbency of officers of each such Borrower and of Parent authorized to sign this Amendment and all other documents executed or delivered Funding Notice relating thereto;in connection herewith, and the names and validity of signatures of such officers. (2B) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the All representations and warranties contained herein and set forth in the other Transaction Documents Loan Agreement (except for such inducing representations and warranties that were only required to be true and correct as of a prior date) shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on effective date hereof, and as no Default or Event of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (5) as of such Credit Date, no event Default shall have occurred and be continuing continuing. (C) No event or would result development shall have occurred since December 31, 2002 which event or development has had or is reasonably likely to have a Material Adverse Effect. (D) LaSalle shall have received a certificate from each Borrower and Parent, executed by the chairman of each such party, as to the truth and accuracy of paragraphs (b) and (c) of this SECTION TWO. (E) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance to LaSalle and its counsel, and LaSalle and its counsel shall have received all information and copies of all documents which it or its counsel may have reasonably requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (F) There shall be no action, suit or proceeding pending or to any Borrower's or Parent's knowledge overtly threatened against any Borrower or Parent before any court (including any bankruptcy court), arbitrator or governmental or administrative body or agency which challenges or relates to the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent this Amendment or the Requisite Lenders other transactions contemplated herein. (G) LaSalle shall have received such further agreements, consents, instruments and documents as may be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, necessary or proper in the good faith judgment reasonable opinion of such Agent or LaSalle and its counsel to carry out the Requisite Lenders such request is warranted under the circumstances provisions and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedpurposes of this Amendment.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, This First Amendment shall become effective as of the following date on which each of the conditions precedent:precedent set forth below shall have been satisfied or waived (the date all such conditions are fulfilled, the “First Amendment Effective Date”): (1) A. The Borrower, the Administrative Agent and the Majority Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount this First Amendment and each of the Loans Subsidiary Guarantors shall have consented to be made this First Amendment. B. The Administrative Agent shall have received, to the extent that it has not theretofore received, a certificate of the Secretary or Assistant Secretary of the Borrower as to the incumbency and signature of each of the officers signing this First Amendment, and any other instrument or document delivered by the Borrower in connection herewith, together with evidence of the incumbency of such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time;Secretary or Assistant Secretary. (3) if such Loan is an Exposure-Related Loan, the C. The Borrower shall have (x) provided consummated the 2003 Equity Tender Offer on substantially the terms set forth in the Borrower’s Offer to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation Purchase dated April 23, 2003. D. The representations and (y) deposited into the Future Funding Reserve Account funds warranties made by each Loan Party in an amount equal each Loan Document to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, which it is a party and the representations and warranties contained herein and made by the Borrower in the other Transaction Documents Section IV of this First Amendment shall be true and correct in all material respects on and as of that Credit Date the First Amendment Effective Date, before and after giving effect to the same extent this First Amendment, as though if made on and as of that datethe First Amendment Effective Date, except to the extent that such representations and warranties specifically relate representation or warranty is expressly limited by its terms to an earlier date, in which case such representations and warranties representation or warranty shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (5) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is received.

Conditions Precedent. The obligation of each Lender to make any Loan Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing ClosingRestatement Effective Date, are subject to the satisfaction, or waiver in accordance with Section 11.510.05, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Borrowing Notice relating theretoor Issuance Notice, as the case may be; (2ii) after making the principal amount of the Loans to be made in Credit Extensions requested on such Credit Extension Date, the Total Utilization of Revolving Commitments shall not exceed the undrawn Revolving Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timethen in effect; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided thatprovided, in each casethat to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such materiality qualifier representation or warranty shall not be applicable true and correct in all respects; and provided further in connection with any Limited Condition Acquisition, customary “SunGard” limitations with respect to any representations and warranties that already are qualified or modified by materiality in the text thereof; andshall apply; (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (v) on or before the date of issuance of any Letter of Credit, the Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as the Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. Any Agent or the Requisite Required Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Required Lenders, such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation This Amendment shall become effective as of February 21, 2025 (the “Amendment Effective Date”) when each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedentprecedent have been satisfied in form and substance satisfactory to the Administrative Agent: (1a) the Administrative Agent and the Lenders shall have received a fully counterparts of this Amendment, duly executed by each of the Borrower, each Bank, and delivered Funding Notice relating theretothe Administrative Agent; (2b) the principal amount Administrative Agent shall have received an Officer’s Certificate of the Loans Borrower (i) certifying and attaching the resolutions adopted by the Borrower’s Funding Committee, approving or consenting to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; andthis Amendment and (ii) certifying that, before and after giving effect to such Credit Extensionthis Amendment, the Loan Amount does not exceed the lesser of (xA) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties of the Borrower contained herein in Section 8 of the Amended Credit Agreement are true and correct in the other Transaction Documents all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or similar concept applies to any representation or warranty, such representation or warranty shall be true and correct in all material respects respects) on and as of that Credit Date the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2, the representations and warranties contained in Section 8.4(b) of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 9.1 of the Amended Credit Agreement, and (B) no Default or Event of Default exists; (c) The representations and warranties made by the Borrower in Section 8 of the Amended Credit Agreement shall be true and correct on and as of the date of the Amendment Effective Date with the same extent force and effect as though if made on and as of that date, except such date (unless stated to the extent such representations and warranties specifically relate solely to an earlier date, in which case such representations and warranties shall have been be true correct and correct in all material respects on and as of such earlier date; provided that); (d) Receipt by the Administrative Agent of evidence that there shall not have occurred a material adverse change since March 31, 2024, in each casethe business, such materiality qualifier shall not be applicable to any representations operations or financial condition of the Borrower and warranties that already are qualified the Subsidiaries, taken as a whole, or modified by materiality in the text thereoffacts and information regarding such entities as represented to date; (e) At least three (3) Business Days prior to the Amendment Effective Date, receipt by the Administrative Agent of all documentation and other information required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including the Patriot Act and OFAC, to the extent requested by the Administrative Agent or any Bank at least seven (7) Business Days prior to the Amendment Effective Date; (f) At least five days prior to the Amendment Effective Date, the Borrower shall deliver to each Bank that so requests, a Beneficial Ownership Certification in relation to such Borrower; and (5g) as of such Credit Date, no event The Administrative Agent shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested received (i) reimbursement from the Borrower for costs incurred in writing connection with this Amendment and all reasonable fees and expenses of counsel to the Administrative Agent shall have been paid and (an “Additional Information Request”ii) no later than 7:00 p.m. (New York City time) on payment of all fees owed by the date Borrower as of the applicable Funding Notice is received.Amendment Effective Date under that certain Fee Letter dated as of January 22, 2025, by and among the Borrower, the Administrative Agent and JPMorgan Chase Bank, N.A.

Conditions Precedent. The obligation of each Lender to make any Loan Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.510.04, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoor Issuance Notice, as the case may be; (2ii) after making the principal amount of the Loans to be made in Credit Extensions requested on such Credit Extension Date, the Total Utilization of Revolving Commitments shall not exceed the undrawn Revolving Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timethen in effect; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) since December 31, 2006, no event, circumstance or change shall have occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect; (vi) after giving pro forma effect to the borrowings to be made on such Credit Date and to any change in Consolidated Adjusted EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such borrowings, as of such Credit Date and as of the date of the most recent financial statements delivered pursuant to Section 5.01(a) or (c), Borrowers shall be in compliance with each of the covenants set forth in Section 6.08; provided that this clause (vi) shall not apply to borrowings under the Revolving Commitments; and (vii) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. Any Agent or the Requisite Lenders shall be entitled, but not obligated toobligated, to request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Lender such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation of each Lender to make any Loan Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.510.5, of the conditions set forth in Section 3.1 (to the extent not previously satisfied pursuant to such Section, including with respect to any Real Estate Asset added as a Borrowing Base Asset subsequent to the previous Credit Extension) and the following further conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice or Issuance Notice, as applicable, relating thereto; (2) to such Credit Extension, and a Borrowing Base Certificate, in each case dated the principal amount date of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, in the case of the Borrowing Base Certificate, demonstrating that the Borrowing Base Amount as of such date (calculated on a pro forma basis after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount will be greater than or equal to the Exposure Equity Amount related to such Exposure-Related Loan;Total Utilization of Revolving Commitments, (4ii) Administrative Agent shall have received all Collateral Deliverables and all items described in the definition of BBA Proposal Package herein (to the extent not previously delivered with respect to each Borrowing Base Asset pursuant to Section 5.9 or this Section 3.2), (iii) In the case of an addition of any Person as an Additional Guarantor, Administrative Agent shall have received all Guarantor Deliverables (to the extent not previously delivered pursuant to Section 5.8 or this Section 3.2), (iv) Administrative Agent shall have received a certificate signed by an Authorized Officer of Borrower, dated the date of such Credit DateExtension, stating that: (1) the representations and warranties contained herein and in the other Transaction Documents shall be each Credit Document are true and correct in all material respects on and as of that such date, before and after giving effect to (A) such Credit Date to Extension, and (B) the same extent application of the proceeds therefrom, as though made on and as of that such date, except to the extent such representations and warranties specifically relate to an earlier date, a prior date in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier prior date; provided that, in each case, subject however to such materiality qualifier shall not be applicable additional exceptions to any such representations and warranties that already are qualified based upon changes in circumstances subsequent to the Closing Date as shall be disclosed in writing to Administrative Agent so long as such additional exceptions (x) shall not have resulted in any breach of any other terms of the Loan Documents; and (y) shall not render the original representation and warranty inaccurate in any material respect; (2) no Default or modified by materiality Event of Default has occurred and is continuing, or would result from (A) such Credit Extension or (B) the application of the proceeds therefrom; (3) for each Credit Extension, before and after giving effect to such Credit Extension, Parent and its Subsidiaries shall be in compliance with the text thereofcovenants contained in Section 6.7, together with supporting information in form satisfactory to the Administrative Agent showing the computations used in determining compliance with such covenants; and (5v) as of such Credit Date, no event Administrative Agent shall have occurred and received such other approvals, opinions or documents as Administrative Agent may reasonably request. In the event that there shall exist a Defaulting Lender, the obligations of (a) the Issuing Bank to issue a Letter of Credit shall also be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior subject to the making provisions of any Credit Extension, additional information reasonably satisfactory Section 2.4(a) and (b) the Swing Line Lender to make a Swing Line Loan shall also be subject to the requesting party confirming the satisfaction provisions of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedSection 2.3(b)(iv).

Conditions Precedent. (a) The obligation of each Lender Bank shall not be obliged to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, disbursement of the following conditions Facility(ies) until it has received as a condition precedent: (1) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, in a form and substance satisfactory to it all of the documents, items and evidence required herein (including but not limited to the documents, items and evidence specified in the Borrower’s application form) such materiality qualifier shall not be applicable documents, items and evidence herein after collectively referred to as the “Supporting Documents”) (or the Bank having waived any one or more of the Supporting Documents in its absolute discretion and subject to any representations and warranties that already are qualified or modified by materiality in the text thereof; andcondition(s) it may think fit). (5b) as No indulgence by the Bank of such Credit Dateits rights under this Agreement, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitledSchedule, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing ifSupporting Documents will operate as a waiver of its rights and/or remedies. (c) The Bank’s obligation to make any disbursement of the Facility(ies) is also conditional upon the Borrower’s compliance at the relevant time with the terms and conditions of, and there being no breach of or default under the Agreement. (d) “Upon sanction of Loan amount following successful application, Loan facility will be disbursed immediately to the specified transaction account as per application form and interest will start accruing from that date (e) The Bank may approve the full facility applied for or a lessor sum or decline the application in its sole discretion without giving any reasons, such decision of the Bank may be by endorsement to that effect in the good faith judgment relevant part of such Agent the Agreement, or by a separate Agreement and in either case it shall be effective to bind the Requisite Lenders such request is warranted under parties without any further act of the circumstances Borrower. (f) The signature and such information is requested from the delivery of this application by the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on is deemed conclusive evidence of the date Borrower’s Agreement to be bound by the applicable Funding Notice is receivedterms of the facility as to the amounts of the facility and interest as approved and determined by the Bank.

Conditions Precedent. (a) The obligation of each Lender Bank to make any Loan on any Credit Datethat it has, including the Closing Datein its sole and absolute discretion, are agreed to make shall be subject to the satisfaction, or waiver in accordance with Section 11.5, fulfillment on the date of the making of such Loan of each of the following conditions precedent: : (1i) that no event has occurred and is continuing that constitutes an Event of Default with respect to any Series or that, upon the Administrative Agent giving of notice, the lapse of time, or both, would constitute such an Event of Default, (ii) that the representations and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount warranties of the Loans to be Trust in Sections 9, 10 and 11 below are correct and accurate as though made in on such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; anddate, (iii) that after giving effect to the making of such Credit ExtensionLoan, such Series' continuous asset coverage, as defined in the Loan Amount does not exceed the lesser 1940 Act, is no less than 300% of (x) the Maximum Facility Amount less the aggregate principal amount of Voluntary Commitment Reductions effected prior to all the borrowings (including such time Loan) obtained by the Trust on its behalf and then outstanding, (yiv) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (5) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior after giving effect to the making of any Credit Extensionsuch Loan and the pledge of Collateral therefor, additional information reasonably satisfactory the representation and warranty of the Trust in Section 11(a) below continues to be correct and accurate, (v) that Bank has received a certificate from the Trust, signed by an authorized signatory of the Trust and dated the date of the making of such Loan, to the requesting party confirming effect of (i) through (iv) above, (vi) that the Trust has fulfilled, to the satisfaction of any Bank, the Trust's obligations with respect to such Loan and the Collateral therefor as set forth in Section 7(a) below, (vii) that after giving effect to the making of such Loan and the pledge of Collateral therefor, the Collateral then held by Bank includes Pledged Securities of such Series, and/or cash credited to the Pledge Account of such Series, having an aggregate Initial Loan Value equal to or greater than the sum of the foregoing ifoutstanding aggregate principal amount of all the Loans that the Trust has obtained for such Series and the accrued interest thereon, and (viii) that Bank has received from the Trust such documents as Bank may reasonably request. (b) The obligation of Bank to make the first Loan that it has, in its sole and absolute discretion, agreed to make shall be subject to the good faith judgment fulfillment of the condition precedent that, on or prior to the date of the making of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested Loan, Bank shall have received from the Borrower Trust (i) the origination fee provided for in writing ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, (an “Additional Information Request”▇▇) no later than 7:00 p.m. for the Trust's most recent fiscal period for which they are available, a balance sheet and the related income statement (New York City time"Financials") on for each Series, as well as audited Financials for each Series for the date Trust's most recent fiscal year for which such audited Financials are available, and (iii) if requested by Bank, a Statement of Purpose (Federal Reserve Form U-1) duly completed and signed by the applicable Funding Notice is receivedTrust.

Conditions Precedent. The obligation of each Lender Lender’s duties to extend and renew the Indebtedness and to make any Loan on any Credit Date, including the Closing Date, are advances in accordance with this Modification Agreement shall be subject to the satisfaction, satisfaction or written waiver in accordance with Section 11.5, by Lender of the following conditions precedent: (1i) there being no outstanding and uncured defaults under the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoLoan Documents or any other obligations owing by Borrower to Lender; (2ii) the principal amount satisfaction of each of the Loans to be made conditions precedent set forth in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; andLoan Documents, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser each of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timewhich is incorporated herein by this reference; (3iii) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided payment to Administrative Agent the related funding notice received under the Underlying Instrument Lender of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and a fee in the other Transaction Documents amount of Twelve Thousand Dollars ($12,000) per annum, which fee shall be true represent an unconditional and correct non-refundable payment to Lender in all material respects on and as consideration of that Credit Date Lender’s agreement to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofenter into this Modification Agreement; and (5iv) as the execution and delivery of such Credit Date(a) this Modification Agreement, no event shall have occurred (b) a Corporate Resolutions from Borrower, Sales, Services, and Sunset Direct, which resolutions will be continuing or would result from in a form and content approved by Lender, (c) written reaffirmations by Sales, Services, and Sunset Direct of their obligations under that Sales Security Agreement, the consummation of Services Security Agreement, and the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders Quarter End Security Agreement with Lender, which reaffirmation(s) shall be entitledin such form as may be acceptable to Lender in its sole and absolute discretion; (d) Commercial Guaranties from Sales, but not obligated toServices, request and receiveSunset Direct, prior which guarantees shall be in such form as may be acceptable to Lender in its sole and absolute discretion; (e) the making execution and delivery by Sunset Direct of any Credit Extensiona security agreement or security agreements, additional information reasonably satisfactory which security agreement(s) shall be in such form as may be acceptable to the requesting party confirming the satisfaction of any of the foregoing if, Lender in the good faith judgment of its sole and absolute discretion; and (f) such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedother documents as Lender may request.

Conditions Precedent. (a) The obligation of agreements contained herein and the amendments contemplated hereby shall not be effective unless each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedentprecedent is satisfied: (1) All of the Administrative Agent representations and the Lenders warranties made by Borrower in Section 5 hereof shall have received a fully executed be true and delivered Funding Notice relating theretocorrect; (2) the principal amount Bank shall receive in form and substance satisfactory to Bank, a Certificate of the Loans President of Borrower as to be made the satisfaction of the condition specified in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser clause (1) of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timethis Section 6(a); (3) if such Loan is an Exposure-Related Loan, the Borrower Bank shall have (x) provided received, in form and substance satisfactory to Administrative Agent the related funding notice received under the Underlying Instrument of Bank, such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loanother documents as Bank shall deem necessary and/or appropriate; (4) as Borrower's payment of such Credit Date, the representations and warranties contained herein and in facility fee for the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofCommitted Equipment Line; and (5) Execution and delivery of an Equipment Promissory Note in the principal amount of $250,000. Upon satisfaction of each of the conditions precedent set forth in this Section 6(a), the agreements contained herein and the amendments contemplated hereby shall be deemed effective as of the date hereof. (b) From and after the satisfaction of the conditions precedent set forth in Section 6(a) hereof, Bank's obligations to make any Credit Extensions to Borrower under the Loan Agreement and the other Loan Documents shall be subject to the additional conditions that (i) all of the representations and warranties made by Borrower herein, whether directly or incorporated herein by reference, shall be true and correct immediately prior to the time of the proposed Credit Extensions as if made at and as of such Credit Datetime, except that representations and warranties of financial statements or conditions as of an earlier date relate solely to such earlier date, and (ii) no Event of Default, or event shall have occurred and be continuing or would result from the consummation condition which, with notice or lapse of the applicable Credit Extension that time, or both, would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior would occur after giving effect to the making of any such Credit Extension, additional information reasonably satisfactory to the requesting party confirming . From and after the satisfaction of any the conditions precedent set forth in Section 6(a) hereof, each request by Borrower for a Credit Extension under the Loan Agreement and the other Loan Documents shall be deemed to be a representation and warranty by Borrower that all of the foregoing if, conditions precedent in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”this Section 7(b) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedhave been met.

Conditions Precedent. The obligation of each Lender to make any Loan This Agreement shall become effective and binding upon the parties hereto only on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of Effective Date if the following conditions precedentprecedent have been satisfied: (1a) the Administrative Agent and the Lenders The Purchasers shall have received (i) a fully executed and delivered Funding Notice relating thereto; (2) the principal amount counterpart of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser this Agreement signed on behalf of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time each party hereto and (yii) a Note payable to each Purchaser signed by the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided thatCompany, in each case, in form and substance satisfactory to the Purchasers; (b) The Purchasers shall have received certified copies of the resolutions of the Board of Directors of the Company approving this Agreement, the transactions contemplated hereby and each Note Document to which it is or is to be a party; (c) The Company shall have paid or caused to be paid by means of a deduction from the Initial Note Purchase Amount such materiality qualifier reasonably incurred fees and expenses of the Purchasers in connection with the negotiation and preparation of the Note Documents, including the reasonable and documented fees and expenses of counsel to ▇▇▇▇▇ Bros. Advisors LP, up to a maximum of $100,000; and the reasonable and documented fees and expenses of counsel to Perceptive Advisors LLC, up to a maximum of $50,000; (d) The Purchasers shall not be applicable have received the documents specified on the Closing Checklist attached hereto as Exhibit B and such other documents as any Purchaser shall have reasonably requested in connection with this Agreement and the other Note Documents; (e) The Company shall have received, by payment of wire transfer of readily available funds to the account designated by the Company, the Initial Note Purchase Amount less any representations and warranties that already are qualified or modified by materiality deduction made in the text thereofaccordance with Section 10(c); and (5f) The Purchasers shall have received a fully-executed copy of the Subordination Agreement dated as of such Credit the Effective Date, no event shall have occurred by and be continuing or would result from among the consummation of Purchasers, the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or Company and the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to Senior Creditors identified therein (the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information RequestSubordination Agreement”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is received).

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date, including if applicable the Closing Date, are is subject to the satisfaction, or waiver in accordance with Section 11.59.5, of the following conditions precedent: (1i) the Administrative Agent, Paying Agent and the Lenders Custodian shall have received a fully executed and delivered Funding Notice relating theretotogether with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (2ii) the principal amount of the both before and after making any Revolving Loans to be made in requested on such Credit Extension Date, the Total Utilization of Revolving Commitments shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timeBase; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit Date, except, in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects respects, or true and correct in all respects, as the case may be on and as of such earlier date; provided that, in each caseprovided, such materiality qualifier shall not be applicable to any that the representations and warranties that already are qualified or modified by materiality in any Original Borrowing Base Certificate shall be excluded from the text thereof; andcertification in this Section 3.2(a)(iii) to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii); (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default. Any ; (v) the Administrative Agent or and Paying Agent shall have received the Requisite Lenders shall be entitled, but not obligated to, request and receive, Borrowing Base Report for the Business Day prior to the making Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) in accordance with the terms of any Credit Extensionthe Custodial Agreement, additional information reasonably satisfactory Company has delivered, or caused to be delivered to the requesting party confirming Custodian, the satisfaction of any of Receivable File related to each Receivable that is, on such Credit Date, being transferred and delivered to Company pursuant to the foregoing ifAsset Purchase Agreement, in and the good faith judgment of such Collateral Agent or the Requisite Lenders such request is warranted under the circumstances has received a Collateral Receipt and such information is requested Exception Report from the Borrower Custodian, which Collateral Receipt and Exception Report is acceptable to the Collateral Agent in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on its Permitted Discretion; and Notwithstanding anything contained herein to the date contrary, neither the applicable Funding Notice is receivedPaying Agent nor the Collateral Agent shall be responsible or liable for determining whether any conditions precedent to making a Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Loan Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Second Restatement Effective Date, are subject to the satisfaction, or waiver in accordance with Section 11.510.5, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoor Letter of Credit Application, as the case may be; (2ii) after making the principal amount of the Loans to be made in Credit Extensions requested on such Credit Extension Date, the Total Utilization of U.S. Revolving Commitments, the Total Utilization of Japanese Revolving Commitments or the Total Utilization of Swiss/Multicurrency Revolving Commitments, as applicable, shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit ExtensionU.S. Revolving Commitments, the Loan Amount does not exceed Japanese Revolving Commitments or the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timeSwiss/Multicurrency Revolving Commitments, as applicable, then in effect; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents Credit Documents, in each case, shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) Except in the case of the Credit Extensions on the Original Closing Date, as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default. Any Agent ; and (v) on or before the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Letter of Credit ExtensionApplication, additional and such other documents or information as Issuing Bank may reasonably satisfactory to require in connection with the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment issuance of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedLetter of Credit.

Conditions Precedent. The obligation of each Lender to make any Loan Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.510.5, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoor Issuance Notice, as the case may be; (2ii) after making the principal amount of the Loans to be made in Credit Extensions requested on such Credit Extension Date, the Total Utilization of Revolving Commitments shall not exceed the undrawn Revolving Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timethen in effect; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents (or in respect of the Closing Date only, such representations and warranties made by the Sellers to the Sponsor in the Stock Purchase Agreement as are material to the interests of the Lenders but only to the extent that Sponsor has the right to terminate without liability its obligations under the Stock Purchase Agreement and Sections 4.1, 4.2, 4.3, 4.6, 4.7, 4.8, 4.9, 4.12, 4.16, 4.17, 4.20, 4.25 and 4.26) shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and (v) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Lender such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation amendments pursuant to Section I hereof shall become effective as of the date when, and only when, each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent:precedent shall have been satisfied (the “Effective Date”): (1i) The Administrative Agent (or its counsel) shall have received from the Borrower, the Guarantor and from Lenders constituting Required Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic image scan transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (ii) The Borrower shall have paid all fees and reasonable expenses of the Administrative Agent and the Lenders required under the Credit Agreement and any other Loan Document to be paid on or prior to the Effective Date (including reasonable fees and expenses of counsel) in connection with this Agreement. (iii) The Administrative Agent shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount certificate, dated as of the Loans to Effective Date and signed by an authorized officer of the Borrower, confirming (i) no Default or Event of Default shall have occurred and be made in such Credit Extension shall not exceed continuing on the undrawn Commitments as at the related Credit Date; and, Effective Date and after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time thereto and (yii) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and set forth in the other Transaction Documents Section III hereof, if not qualified as to materiality, shall be true and correct in all material respects and all other representations and warranties set forth in Section III hereof shall be true and correct, in each case on and as of that Credit the Effective Date to with the same extent force and effect as though if made on and or as of that date, the Effective Date (except to the extent such for those representations and warranties specifically or parts thereof that, by their terms, expressly relate solely to an earlier a specific date, in which case such representations and warranties warranties, if not qualified as to materiality, shall have been be true and correct in all material respects on and all such other representations and warranties shall be true and correct, in each case as of such earlier specific date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (5) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is received).

Conditions Precedent. The obligation of each Lender Lender's agreement to make any extend the Loan on any Credit Date, including to the Closing Date, are Borrower is subject to the fulfillment, to the Lender's satisfaction, or waiver in accordance with Section 11.5, of all of the following conditions precedentconditions: A. Lender shall have received, on or before the date hereof (1i) a copy of the Administrative Agent resolutions of the Board of Directors of the Borrower, certified on such date by an officer of the Borrower, authorizing the execution and delivery of this Agreement, the borrowings hereunder and the Lenders execution and delivery of the Note and the other Loan Documents and the Collateral, and (ii) such additional documents and requirements as the Lender or counsel for the Lender may reasonably request. B. The Borrower shall have received a fully executed and delivered Funding Notice relating thereto;all documentation for the Loan reasonably requested by the Lender, which shall be in form and content reasonably acceptable to the Lender and its counsel. (2) C. The Borrower shall have provided to the principal amount Lender, in form satisfactory to the Lender, all financial and other information concerning its business and affairs, as reasonably requested by the Lender. D. To the best knowledge of the Loans Borrower, no event has occurred or failed to be made occur that would have a Material Adverse Effect on the financial condition of the Borrower, as set forth in such Credit Extension its March 31, 2002 quarterly financial statements. E. The Borrower shall have certified that the execution of the Loan Documents shall not exceed cause any default which would have a Material Adverse Effect on Borrower under any other contract or agreement to which the undrawn Commitments as at Borrower is subject. F. Subject to the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loanlimitations set forth in Section 11, the Borrower shall have (x) provided paid or agreed to Administrative Agent make payment of all reasonable expenses actually incurred in connection with the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (5) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation closing of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitledLoan, but not obligated toincluding, request without limitation, insurance premiums, audit charges and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedattorneys' fees.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are Each Funding under this Series is subject to -------------------- the satisfaction, or waiver in accordance with Section 11.5, satisfaction of the following conditions precedentprecedent on the relevant date specified below: (1i) fifteen (15) days prior to the Administrative Term Funding Date (or such shorter period of time as may be agreed to by the Certificateholder Agent in its sole discretion), the Depositor shall deliver to the Certificateholder Agent and the Lenders Certificateholders of this Series a draft Funding Report indicating the amount of the Funding (which shall have received be within a fully executed 5% plus or minus variance, except in connection with the final Funding under this Series) and delivered including any proposed changes to the Term Funding Notice relating theretoSchedule; (2ii) five (5) Business Days prior to the principal amount requested Term Funding Date the Depositor shall deliver to the Certificateholder Agent, the Certificateholders of this Series and the Loans to be made Trustee the final Funding Report, the Term Funding Schedule, and an executed AFI Certificate substantially in such Credit Extension shall not exceed the undrawn Commitments form attached hereto as at the related Credit Date; and, Exhibit I; (iii) (A) after giving effect to such Credit ExtensionFunding, the Loan applicable Maximum Series Amount does shall not exceed the lesser of be exceeded and (xB) the Maximum Facility Amount less Depositor shall use the aggregate amount proceeds of Voluntary Commitment Reductions effected prior such Funding to such time and (y) repay the Borrowing Base at such time98-1 Revolving Certificates; (3iv) if such Loan is an Exposure-Related Loan, Funding shall occur on a date prior to the Borrower applicable Funding Termination Date and shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount be at least equal to the Exposure Equity Minimum Funding Amount related for this Series when aggregated with any amounts to be funded on such Exposure-Related LoanTerm Funding Date under subsection (a) above; (v) after giving effect to such Funding, there shall not have been more than four (4) as Fundings under this Series; (vi) no Default (other than a Servicing Advisor Default), Depositor Event of Default, Servicer Event of Default, Special Servicer Event of Default or Servicing Advisor Event of Default shall exist or shall result from the Funding; (vii) both before and after giving effect to such Credit DateFunding, the representations and warranties contained herein and in the other Transaction Documents Pool Performance Condition shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofmet; and (5viii) such other conditions as of such Credit Date, no event shall have occurred and may be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, specified in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedrelated Certificate Purchase Agreements.

Conditions Precedent. The obligation of This Amendment shall not be effective until each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedentprecedent has been fulfilled: (1a) the The Administrative Agent and the Lenders shall have received a fully each of the following, in form and substance satisfactory to the Administrative Agent: (i) counterparts of this Amendment executed by the Administrative Agent, the Borrower and delivered Funding Notice relating theretothe Required Lenders; (2ii) the principal amount a Compliance Certificate dated as of the Loans to be made date hereof for the Borrower’s fiscal quarter ending March 31, 2020, signed by the chief executive officer, chief financial officer or treasurer of the Borrower; (iii) a certificate signed by an officer of the Borrower, setting forth in such Credit Extension shall not exceed reasonable detail the undrawn Commitments calculation of the Unencumbered Pool Value as at of the related Credit Date; anddate hereof; (iv) a certificate, signed by an officer of the Borrower, stating that on the date hereof and after giving effect to such Credit Extension, the Loan Amount does not exceed transactions contemplated by the lesser of Amendment (xi) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time no Default or Unmatured Default has occurred and is continuing and (yii) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the all representations and warranties contained herein made or deemed made by the Borrower and each other Loan Party in the other Transaction Loan Documents shall be to which any of them is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and correct in all respects) on and as of that Credit Date to the date hereof with the same extent force and effect as though if made on and as of that date, the date hereof except to the extent that such representations and warranties specifically expressly relate solely to an earlier date, date (in which case such representations and warranties shall have been were true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty was true and correct in all respects) on and as of such earlier date; ) and except for changes in factual circumstances not prohibited under the Loan Agreement or the other Loan Documents, provided thatthat such certificate is in fact true and correct; (v) evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including, without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid; (vi) all information requested by the Administrative Agent and each Lender in each caseorder to comply with applicable “know your customer” and anti-money laundering rules and regulations, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in including without limitation, the text thereofPatriot Act; and (5vii) such other documents, instruments and agreements as the Administrative Agent may reasonably request. (b) In the good faith and reasonable judgment of such Credit Date, no event the Administrative Agent: (i) there shall not have occurred and be continuing or would result from become known to the consummation Administrative Agent or any of the applicable Credit Extension that would constitute a Default Lenders any event, condition, situation or an Event status since the date of Default. Any the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower most recently delivered to the Administrative Agent or and the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making date hereof that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing which could reasonably be expected to (A) result in a Material Adverse Effect or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower to fulfill its obligations under this Amendment and the Loan Documents to which it is a party; and (iii) the Borrower shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any Credit Extensiondefault under, additional information reasonably satisfactory conflict with or violation of (A) any applicable law or (B) any material agreement, document or instrument to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from which the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receiveda party or by which it or its respective properties is bound.

Conditions Precedent. 19.1 The obligation of the Lessor to lease the Goods to the Lessee under this Agreement and each Lender to make any Loan on any Credit Date, including the Closing Date, Lease Agreement are subject to the prior fulfillment, to the Lessor’s satisfaction, or waiver in accordance with Section 11.5by Lessor of, each of the following conditions precedent: (1a) the Administrative Agent and the Lenders Lessor shall have received a fully received: i) each Transaction Document required to be in effect with respect to the relevant items of Goods, duly executed and delivered Funding Notice relating by each other party thereto; ii) any approvals, opinions, insurance certificates, UCC or other filings or other documents reasonably requested by it; and iii) an Authorized Signatory List of the Lessee containing a list of their representatives who are authorized to sign this Agreement and the Goods Schedules on their behalf and their specimen signatures (2it being further agreed that if the authorized representatives of the Lessee change at any time, the Lessee shall promptly notify and provide to the Lessor with the name and specimen signature of any replacement authorized representative). b) the principal amount of the Loans to Lessor shall be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (xsatisfied that: i) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein by the Lessee in such Transaction Document are, and in the other Transaction Documents shall be true will be, correct and correct in all material respects on and not misleading as of that Credit Date the date hereof (except as to matters relating solely to a later time) and the date of the related Goods Schedule; ii) all conditions precedent to the same extent as though made on and as effectiveness of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall Transaction Document have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofsatisfied; and (5iii) as no Event of such Credit Date, no event shall have Default under this Agreement with respect to any Lease Agreement has occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is received.continuing;

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are subject modifications to the satisfaction, or waiver Loan Documents set forth in accordance with Section 11.5, this Agreement shall not become effective until the first date on which each of the following conditions precedent:precedent in Sections 5.1 through 5.9 below are satisfied, or waived or deferred in writing (which may include written communications by e-mail) by Lender in its sole and absolute discretion (herein referred to as the “Modification Closing Date”); provided, however, that if for any reason whatsoever the Modification Closing Date does not occur by October 3, 2010, Lender may terminate this Agreement by written notice to Borrower at any time after such date and prior to the occurrence of the Modification Closing Date. The occurrence of the Modification Closing Date shall not waive Borrower’s obligations to comply with any of the following conditions which for any reason are not satisfied by the Modification Closing Date (except to the extent expressly waived by Agent in the manner provided above), which obligations of Borrower shall continue following the Modification Closing Date. The Modification Closing Date shall be deemed to occur on the date on which the Amended and Restated Deed of Trust is recorded or released for recording by Agent (whichever is earlier): 5.1 Notwithstanding anything in this Agreement to the contrary, this Agreement is conditioned upon the closing of the REIT transactions as presented to Agent, including the change in ownership in Borrower that is described in Section 2.4(a) above, on or before the deadline stated above, and this Agreement shall automatically become null and void if the foregoing condition is not satisfied; 5.2 Agent’s receipt of fully executed originals of (1i) this First Modification Agreement (including the attached Consent and Agreement of TRS Lessee), (ii) the Administrative Agent Guaranty Amendment (in substantially the form presented to Borrower by Agent), (iii) the Environmental Indemnity Amendment (in substantially the form presented to Borrower by Agent), (iv) the new Cash Management Agreement referred to in Section 2.7 above, and (v) if the Lenders shall have received current property manager for the Project changes or a new property management agreement is entered into as a result of the proposed restructure, a new Subordination of Property Management Agreement executed by the new property manager in substantially the same form as the existing Subordination of Property Management Agreement; 5.3 Agent’s receipt of the original Amended and Restated Deed of Trust (in substantially the form presented to Borrower by Agent), fully executed and delivered Funding Notice relating theretoacknowledged by Borrower and TRS Lessee, and Agent’s receipt of evidence that the Amended and Restated Deed of Trust has been recorded in the appropriate real estate records in accordance with Agent’s written instructions; (2) 5.4 Chicago Title Insurance Company shall have issued and delivered to Agent, or shall have irrevocably and unconditionally committed to issue for the principal amount benefit of Agent, a re-issued Title Policy with respect to the Amended and Restated Deed of Trust as of the Loans to be made date of its recordation in such Credit Extension shall not exceed the undrawn Commitments appropriate real estate records, insuring the Amended and Restated Deed of Trust as at a valid first lien Deed of Trust encumbering the related Credit Date; andfee interest in the Project (including all estates held by Borrower and TRS Lessee in the Project), after giving effect subject only to such Credit Extensionexceptions as are approved by Agent in its sole discretion, and containing all endorsements contained in the Loan Amount does not exceed Title Policy insuring the lesser Original Deed of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time Trust and (y) the Borrowing Base at such timeany other endorsements reasonably required by Agent; 5.5 Agent’s receipt of an extension fee (3for the pro rata benefit of the Lenders) if such Loan is an Exposure-Related Loanfor Borrower’s exercise of the first extension option pursuant to Section 2.3(b) above, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to 0.25% of the Exposure Equity Amount related to such Exposure-Related Loantotal outstanding principal balance of the Loans as of the Modification Closing Date; (4) as 5.6 Agent’s receipt of such Credit Dateappropriate authorizing resolutions and certificates, the representations and warranties contained herein an opinion of counsel for Borrower, TRS Lessee, Original Guarantor and in the Operating Partnership, covering due formation, authorization, enforceability and any other Transaction Documents shall items required to be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties covered by Agent; 5.7 Borrower shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified entered into a Swap Contract for the Loan approved by materiality in the text thereofAgent; and (5) as 5.8 Agent’s receipt of such Credit Dateother documents and agreements as Agent shall reasonably request, no event shall have occurred all in form and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information substance reasonably satisfactory to Agent; and 5.9 Borrower shall have paid to Agent all reasonable costs and expenses incurred by Agent in connection with this First Modification Agreement, including reasonable attorneys’ fees for preparation and negotiation of this First Modification Agreement and related documents, the requesting party confirming the satisfaction of any cost of the foregoing ifrecently updated Appraisal obtained by Agent, and any other costs incurred in connection with this First Modification Agreement and the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedtransactions contemplated hereby.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are is subject to the satisfaction, or waiver in accordance with Section 11.510.05, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto;(which on the Closing Date shall be satisfied by the execution and delivery of the Flow of Funds Agreement), (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4ii) as of such the Closing Date and each Credit Date, with respect to Parent and its Subsidiaries, the representations and warranties contained herein and in each other Loan Document, certificate, or other writing delivered to Administrative Agent or any Lender pursuant hereto or thereto on or prior to the other Transaction Documents Closing Date shall be true and correct in all material respects on (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and as of that Credit Date warranties shall be true and correct in all respects subject to such qualification) to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, (except that such materiality qualifier shall not be applicable to any representations and or warranties that already are qualified or modified by materiality as to “materiality” or “Material Adverse Effect” in the text thereof; , which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date, (iii) the Loan Parties shall have paid all fees, costs, and expenses then payable by the Loan Parties pursuant to this Agreement and the other Loan Documents, including, without limitation, the Fee Letters, Section 2.10, and Section 10.02 hereof, and (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default. Any Agent or the Requisite Required Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Required Lender, such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation of each Lender to make any Loan or each L/C Issuer to issue or amend (other than an amendment that reduces the amount available to be drawn under a Letter of Credit or a technical amendment that does not alter the economic terms (including tenor), draw conditions or identity of the parties of such Letter of Credit) any Letter of Credit, on any Credit Date, including the Closing Funding Date, are subject to the satisfaction, or waiver in accordance with Section 11.510.5, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice, Issuance Notice relating thereto(and/or any related application for a Letter of Credit, as further specified in Section 2.3) or Swing Line Loan Notice, as the case may be; (2ii) after making the principal amount of the Loans to be made in Credit Extensions requested on such Credit Extension Date, the Total Utilization of Revolving Commitments shall not exceed the undrawn Revolving Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timethen in effect; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) prior to, as of of, and after giving effect to such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent Default or a Default (including, without limitation, failure to be in Pro Forma compliance with Section 6.7); and (v) on or before the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice and/or Letter of Credit Extensionapplication, additional as applicable, and such other documents or information as the applicable L/C Issuer may reasonably satisfactory to require in connection with the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment issuance of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedLetter of Credit.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are This Amendment is subject to the satisfaction, or waiver in accordance with Section 11.5, satisfaction of all of the following conditions precedentconditions, the satisfaction of each of which is a condition precedent to the effectiveness of this Amendment, except to the extent waived in writing by LaSalle. (a) LaSalle shall have received each of the following, which shall be in form and substance reasonably satisfactory to it: (1i) this Amendment, duly executed by each Borrower and Parent, and by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇; and (ii) a Certificate of the Administrative Agent Secretary or Assistant Secretary of each Borrower and of Parent (A) relating to the adoption of resolutions by each such Borrower's and Parent's respective Board of Directors approving this Amendment and the Lenders shall other documents executed or delivered in connection herewith by such party, (B) certifying that no amendments have received a fully been made to each such Borrower's or Parent's Certificate of Incorporation, as amended, other than the Certificate of Designations and Preferences executed on December 14, 2001, and each such Borrower's or Parent's by-laws, as amended, since September 24, 2001, and (C) further certifying the names and incumbency of officers of each such Borrower and of Parent authorized to sign this Amendment and all other documents executed or delivered Funding Notice relating thereto;in connection herewith, and the names and validity of signatures of such officers. (2b) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the All representations and warranties contained herein and set forth in the other Transaction Documents Loan Agreement (except for such inducing representations and warranties that were only required to be true and correct as of a prior date) shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on effective date hereof, and as no Default or Event of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (5) as of such Credit Date, no event Default shall have occurred and be continuing continuing. (c) No event or would result development shall have occurred since December 31, 2002 which event or development has had or is reasonably likely to have a Material Adverse Effect. (d) LaSalle shall have received a certificate from each Borrower and Parent, executed by the chairman of each such party, as to the truth and accuracy of paragraphs (b) and (c) of this SECTION TWO. (e) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance to LaSalle and its counsel, and LaSalle and its counsel shall have received all information and copies of all documents which it or its counsel may have reasonably requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (f) There shall be no action, suit or proceeding pending or to any Borrower's or Parent's knowledge overtly threatened against any Borrower or Parent before any court (including any bankruptcy court), arbitrator or governmental or administrative body or agency which challenges or relates to the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent this Amendment or the Requisite Lenders other transactions contemplated herein. (g) LaSalle shall have received such further agreements, consents, instruments and documents as may be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, necessary or proper in the good faith judgment reasonable opinion of such Agent or LaSalle and its counsel to carry out the Requisite Lenders such request is warranted under the circumstances provisions and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedpurposes of this Amendment.

Conditions Precedent. (a) The obligation effectiveness of this Agreement and the obligations of each Initial Incremental Term Loan Lender to make any a Credit Extension of the Incremental Term Loan on any Credit Date, including the Acquisition Closing Date, are Date shall be subject to the satisfaction, or waiver in accordance with Section 11.511.05 of the Credit Agreement, of the following conditions precedenton or before the Acquisition Closing Date: (i) The Acquisition shall have been or shall substantially concurrently be, consummated in accordance with the terms of the Acquisition Agreement " = "1) " "" "" without giving effect to any amendment, change or supplement or waiver of any provision thereof in any manner that is materially adverse to the Administrative Agent interests of the Lenders or the Lead Arrangers without the prior written consent of the Lead Arrangers (it being understood that any reduction of the purchase price in respect of the Acquisition will be materially adverse to the Lenders and the Lenders shall have received Lead Arrangers, unless (x) such reduction is in the aggregate less than 10% of the purchase price payable on the date of the Acquisition Agreement and (y) there is a fully executed and delivered Funding Notice relating thereto; (2) concurrent reduction in the aggregate principal amount of the Loans to be made commitments in such Credit Extension shall not exceed respect of the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Incremental Term Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time;Commitment). (3ii) if such Loan is an Exposure-Related Loan, As of the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Acquisition Closing Date, the representations and warranties contained herein in the Credit Agreement and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit the Acquisition Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; andprovided, further, that the only representations and warranties the accuracy of which shall be a condition to the initial availability of the Incremental Term Loan Commitment shall be the Acquisition Agreement Representations (as defined below) and the Specified Representations. (5iii) Since the date of the Acquisition Agreement, there has not been or occurred any Seller Material Adverse Effect (as defined below). (iv) The Administrative Agent shall have received a Solvency Certificate from the chief financial officer of the Borrower. (v) The Administrative Agent shall have received (A) customary opinions of counsel to the Borrower and the Guarantors, (B) customary corporate resolutions and customary closing certificates, (C) all documents and instruments (including schedules to security documentation) required to create and perfect the Administrative Agent’s senior priority security interest in the Collateral shall have been executed and delivered by the Borrower and the Guarantors (or, where applicable, the Borrower and the Guarantors shall have authorized the filing of financing statements under the Uniform Commercial Code) and, if applicable, be in proper form for filing and (D) a Funding Notice in accordance with Section 6(a) hereof. (vi) The Lead Arrangers shall have received (i) audited consolidated balance sheets and related audited consolidated statements of operations, cash flows and shareholders’ equity of the Borrower as of and for each of the three fiscal years ending more than 60 days prior to the Acquisition Closing Date, accompanied by an unqualified report thereon by its independent registered public accountants, (ii) unaudited consolidated balance sheets and related unaudited consolidated statements of operations and cash flows as of and for each fiscal quarter (other than the fourth fiscal quarter) of the Borrower ending after the latest fiscal year for which financial statements have been delivered under " = "1" "" "" clause (i) and more than 40 days prior to the Acquisition Closing Date and for the corresponding periods of the prior fiscal year, all of which shall have been reviewed by the independent accountants for the Borrower as provided in Statement on Auditing Standards No. 100, (iii) audited and unaudited consolidated financial statements of the Acquired Business and all other recent, probable or pending acquisitions, as of and for such periods required by Rule 3-05 of Regulation S-X of the Securities Act of 1933, as amended (“Regulation S-X”), and solely to the extent the Borrower will be required to file such financial statements pursuant to such Rule 3-05, regardless of the timing of such filing, and (iv) customary pro forma financial statements of the Borrower (a) as of such Credit and for the most recent fiscal year for which audited financial statements are required by clause (i) above and interim period required by clause (ii) above, and (b) other than a fiscal year end, for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ending more than 40 days prior to the Acquisition Closing Date, in each case giving effect to the Transaction and all other recent, probable or pending acquisitions. Such pro forma financial statements need not be prepared in compliance with Regulation S-X or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). (vii) The Lead Arrangers shall have received: (A) the Project Le Cose Financial Model, dated as of April 11, 2016, (B) the confidential information memorandum relating to the sale of the Acquired Business, (C) management accounts of the Acquired Business and (D) a quality of earnings report prepared by Pricewaterhouse Coopers, dated as of April 27, 2016. (viii) All fees due to the Administrative Agent, the Lead Arrangers and the Lenders to be paid in connection with the Incremental Term Loan, and all expenses to be paid or reimbursed to the Administrative Agent and the Lead Arrangers that have been invoiced at least two Business Days prior to the Acquisition Closing Date, shall have been paid, in each case, from the proceeds of the initial funding under the Incremental Term Loan. (ix) So long as requested at least ten Business Days prior to the Acquisition Closing Date, the Administrative Agent shall have received, at least three Business Days prior to the Acquisition Closing Date, all documentation and other information with respect to the Borrower and the Guarantors that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act. (x) (A) As of the Acquisition Closing Date and on the date of the Incurrence of the Incremental Term Loan, no event Event of Default under Section 9.01(a), (f) or (g) of the Credit Agreement shall have occurred and be continuing or would result from the consummation and (B) as of the applicable Credit Extension that would constitute a date of the Acquisition Agreement, no Default or an Event of DefaultDefault shall have occurred and be continuing after giving pro forma effect to the Acquisition and the actions to be taken in connection therewith (including, without limitation, the incurrence of the Incremental Term Loan Commitment and the use of proceeds thereof) as if such Acquisition and other actions had occurred on such date. Any Agent or " = "1" "" "" (xi) As of the Requisite Lenders date of the Acquisition Agreement, the Borrower and its Restricted Subsidiaries shall be entitled, but not obligated to, request in pro forma compliance with each of the covenants set forth in Article 7 of the Credit Agreement as of the last day of the most recently ended Fiscal Quarter or Fiscal Year for which financial statements have been delivered pursuant to Section 5.01(a) or (b) of the Credit Agreement after giving pro forma effect (in accordance with Section 1.02 of the Credit Agreement) to the Acquisition and receive, the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any date of the foregoing if, in the good faith judgment Acquisition Agreement for which consolidated financial statements of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedare available.

Conditions Precedent. The obligation of each Lender the Collateral Agent to make any Loan on any Credit Date, including release funds in the Closing Date, are Disbursement Account to the Borrower in accordance with Section 2.10(c) is subject to the satisfaction, or waiver in accordance with Section 11.59.5, of the following conditions precedent: (1i) each Credit Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Administrative Agent (provided that the terms and provisions set forth in the Credit Documents as of the Closing Date shall be deemed satisfactory to the Administrative Agent) and no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Administrative Agent to be material, in each case, without the consent of the Administrative Agent. (ii) the Administrative Agent and the Lenders shall have received a fully executed Funds Release Request together with a Borrowing Base Certificate no later than 12:00 p.m. two (2) Business Days prior to the date on which Borrower proposes to use the requested funds to purchase additional Eligible Receivables (the “Release Date”), evidencing sufficient Facility Availability with respect to the requested funds together with an updated schedule of Receivables including the Receivables to be purchased on the Release Date, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and delivered Funding Notice relating thereto(B) set forth the information required to be provided under the Backup Servicing Agreement (including, without limitation, and with respect to each Contract, (1) the account number; (2) Obligor name, (3) the outstanding principal balance of the Receivable evidenced by such Contract), (4) the Remaining Funded Amount of such Receivable and (5) any other information reasonably requested by the Administrative Agent with respect to such Release Date; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Release Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other Transaction Credit Documents to which it is a party shall be true and correct in all material respects on and as of that Credit Release Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) as of such Credit Release Date, after giving effect to the requested release of funds from the Disbursement Account, no event shall have occurred and be continuing or would result from such release of funds from the consummation of Disbursement Account to the applicable Credit Extension Borrower that would constitute a Default or an Event of Default or a Default; (v) as of such Release Date, the Collateral Agent shall have received a fully executed Assignment; (vi) the Administrative Agent shall have approved all material changes made to the Credit Policies and the Servicing Policy in accordance with the terms set forth herein; (vii) if any Receivables originated by an Additional Bank Partner Originator are to be pledged in connection with the release made on such Release Date, the Administrative Agent shall have received a fully executed copy of the related Additional Bank Partner Originator Program Agreements and the Additional Bank Partner Originator Call Letter; (viii) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have delivered, or caused to be delivered, to the Backup Servicer, imaged copies of the Verified Documents and the related Receivables Report, and (to the extent required pursuant to the Backup Servicing Agreement) the Administrative Agent shall have received a Verification Report and the Verified Receivables Report from the Backup Servicer, which Verification Report and Verified Receivables Report is acceptable to the Administrative Agent in its sole discretion; (ix) no Closing Date Material Adverse Change shall have occurred; (x) no Tier 2 Collateral Performance Trigger shall have occurred; (xi) no Regulatory Trigger Event shall have occurred; (xii) immediately after the release of the requested funds to Borrower and the purchase by the Borrower of additional Eligible Receivables on such Release Date, no Borrowing Base Deficiency shall exist; and (xiii) none of the Receivables to be sold to the Borrower on such Release Date and reflected on the Borrowing Base Certificate delivered pursuant to clause (ii) above were originated in any state or jurisdiction with respect to which any Governmental Authority has instituted any inquiry, investigation, action or proceeding against any Credit Party, any Originator, any Bank Partner Originator or any sub-servicer relating to such Person’s authority to originate, hold, own, service, pledge or enforce any Receivable with respect to the residents of such state. Any Agent or the Requisite Lenders shall be entitled, but not obligated toobligated, to request and receive, prior to the making release of any Credit Extensionfunds from the Disbursement Account to the Borrower, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Agent, such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are Date is subject to the satisfaction, or waiver in accordance with Section 11.59.5, of the following conditions precedent: (1i) the Administrative Agent, Paying Agent, Custodian, each Class A Managing Agent and the Lenders each Class B Revolving Lender shall have received a fully executed and delivered Funding Notice relating theretotogether with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Loans, and a Borrowing Base Report; (2ii) the principal amount of the both before and after making any Revolving Loans to be made in requested on such Credit Extension Date, the Total Utilization of Class A Revolving Commitments shall not exceed the undrawn Class A Borrowing Base and the Total Utilization of Class B Revolving Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does shall not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Class B Borrowing Base at such timeBase; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit Date, except, in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects respects, or true and correct in all respects, as the case may be on and as of such earlier date; provided that, in each caseprovided, such materiality qualifier shall not be applicable to any that the representations and warranties that already are qualified or modified by materiality in any Original Borrowing Base Certificate shall be excluded from the text thereof; andcertification in this Section 3.3(a)(iii) to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(d)(ii); (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) the Administrative Agent, Paying Agent, each Class A Managing Agent and each Class B Revolving Lender shall have received the Borrowing Base Report for the Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) as of such Credit Date, no Key Person Event shall have occurred; and (vii) in accordance with the terms of the Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, the Receivable File related to each Receivable that is, on such Credit Date, being transferred and delivered to Company pursuant to the Asset Purchase Agreement, and the Collateral Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Collateral Agent in its Permitted Discretion. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment Permitted Discretion of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from circumstances. Notwithstanding anything contained herein to the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on contrary, the date the applicable Funding Notice is receivedPaying Agent shall not be responsible or liable for determining whether any conditions precedent to making a Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Loan Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including excluding the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.510.5, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoor Letter of Credit Application, as the case may be; (2ii) with respect to the principal amount of Revolving Commitments, after making the Loans to be made in Credit Extensions requested on such Credit Extension Date, the Total Utilization of Revolving Commitments shall not exceed the undrawn Revolving Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timethen in effect; (3iii) if such Loan is an Exposure-Related Loanwith respect to the Revolving Commitments, the Borrower shall have (x) provided to Administrative Agent New Term Loan Commitments and the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) New Term Loans, as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) with respect to the Revolving Commitments, the New Term Loan Commitments and the New Term Loans, as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and (v) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Letter of Credit Application, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Lender, such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date, including if applicable the Closing Date, are is subject to the satisfactionsatisfaction (in the reasonable discretion of each Lender), or waiver in accordance with Section 11.59.5, of the following conditions precedent: (1i) Administrative Agent, the Administrative Agent Paying Agent, the Custodian and the Class B Lenders shall have received a fully executed and delivered Funding Notice relating theretotogether with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (2ii) the principal amount of the both before and after making any Revolving Loans to be made in requested on such Credit Extension Date, the Total Utilization of Class A Revolving Loans shall not exceed the undrawn Class A Borrowing Base and the Total Utilization of Class B Revolving Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does shall not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Class B Borrowing Base at such timeBase; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit Date, except, in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects respects, or true and correct in all respects, as the case may be on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default, a Default or an Event of Default. Any Early Amortization Event; (v) the Administrative Agent, the Class B Lenders and the Paying Agent or shall have received the Requisite Lenders shall be entitled, but not obligated to, request and receive, Borrowing Base Report for the Business Day prior to the making Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) in accordance with the terms of any Credit Extensionthe Custodial Agreement, additional information reasonably satisfactory Company has delivered, or caused to be delivered to the requesting party confirming Custodian, the satisfaction Receivable File related to each Receivable, if any, that is, on such Credit Date, being transferred and delivered to Company pursuant to the Asset Purchase Agreement, and the Administrative Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Administrative Agent in its Permitted Discretion; (vii) as of any such Credit Date, the Reserve Account shall have been (or will be, out of the foregoing ifproceeds of the Revolving Loans to be made on such date), funded so that it contains funds in an amount not less than the good faith judgment Reserve Account Funding Requirement as of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing date; and (an “Additional Information Request”) no later than 7:00 p.m. (New York City timeviii) on or prior to the date of the applicable first Funding Notice is receivedNotice, the Company shall have established the cash management system and accounts described in Section 2.11 hereof. Notwithstanding anything contained herein to the contrary, neither the Paying Agent nor the Collateral Agent shall be responsible or liable for determining whether any conditions precedent to making a Revolving Loan have been satisfied.

Conditions Precedent. 4.1 Conditions precedent documents A Request (other than a request for the utilisation of a Certain Funds Credit, which shall be subject to Clause 4.2 below) may not be given until the Facility Agent has notified the Company and the Lenders that it has received all of the documents and evidence set out in Part I and Part II of Schedule 2 (Conditions Precedent Documents) in form and substance satisfactory to the Facility Agent (acting reasonably). The obligation Facility Agent must give this notification to the Company and the Lenders promptly upon receipt of such documents and evidence. 4.2 Certain Funds conditions precedent Notwithstanding Clauses 4.1 (Conditions precedent documents) and 4.3 (Further conditions precedent) during the Certain Funds Period, the obligations of each Lender to make participate in any Loan on any Credit Date, including the Closing Date, Certain Funds Credits are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent:precedent in form and substance satisfactory to the Facility Agent (acting reasonably): (1a) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; documentary conditions precedent requirements set out in Part I only of Schedule 2 (2Conditions Precedent Documents) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate conditions precedent are required to an earlier date, be delivered in which case such representations and warranties shall have been true and correct in all material respects on and as respect of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in member of the text thereof; andGroup (other than the Company); (5b) as of such Credit Date, no event shall have Major Default has occurred and be is continuing or would result from the consummation making of such Credit; (c) it is not illegal or contrary to applicable law or regulation for a Lender to participate in the applicable Credit Extension and this Agreement, the Priority Agreement or any document creating security over the shares in Target will not be invalid or unenforceable in any materially relevant jurisdiction due to any relevant law or regulation provided that would constitute if such illegality or invalidity or unenforceability subsists the relevant Finance Parties will use reasonable endeavours to enter into a Default or an Event of Default. Any Agent or legally valid and binding agreement achieving a substantially equivalent position to that prior to such event occurring and the Requisite Lenders Certain Funds Period shall be entitled, but not obligated to, request and receive, prior suspended for 20 Business Days whilst each Finance Party uses all reasonable efforts to achieve such position; (d) no event or circumstance has occurred which would entitle the Company to decline to complete the Acquisition in accordance with the Acquisition Documents (other than as a result of any conditions relating to the making availability of funding for the Acquisition); and (e) no Change of Control has occurred. During the Certain Funds Period, the Lenders will not exercise their rights under Clause 24.17 (Acceleration), exercise any rescission or exercise any right of set-off, in each case to prevent the utilisation of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedCertain Funds Credits.

Conditions Precedent. The obligation of each Lender to make any Loan Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.510.5, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoor Issuance Notice, as the case may be; (2ii) after making the principal amount of the Loans to be made in Credit Extensions requested on such Credit Extension Date, the Total Utilization of Revolving Commitments shall not exceed the undrawn Revolving Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timethen in effect; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default. Any Agent ; and (v) on or before the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making date of issuance of any Credit ExtensionLetter of Credit, additional Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably satisfactory to require in connection with the requesting party confirming issuance of such Letter of Credit; provided, that the satisfaction of any of the foregoing if, conditions set forth in clauses (iii) and (iv) above shall not apply in the good faith judgment case of such Agent extensions, renewals or amendments of Letters of Credit not resulting in an increase in the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedface amount thereof.

Conditions Precedent. The obligation effectiveness of this Amendment and the obligations of the Administrative Agent and each Lender to make any Loan on any Credit Date, including the Closing Date, hereunder are subject to the satisfaction, or waiver in accordance with Section 11.5by the Administrative Agent, of the following conditions precedentprecedent on or before the date hereof (unless otherwise provided or agreed to by the Administrative Agent) in addition to the conditions precedent specified in Section 12.2 of the Credit Agreement: A. The Company shall have paid and/or reimbursed all reasonable fees, costs and expenses relating to this Amendment and owed to the Lender pursuant to the Credit Agreement in connection with this Amendment. B. The Company shall have delivered, or caused to be delivered, original fully completed, dated and executed originals of (i) this Amendment, and (ii) such other certificates, instruments, agreements or documents as the Administrative Agent may reasonably request (each of the foregoing certificates, instruments, agreements and documents described in this Section 5(B) (other than this Amendment) which constitute Loan Documents are hereinafter referred to collectively as the “Other Documents”). C. The following statements shall be true and correct and the Company, by executing and delivering this Amendment to the Lender and the Administrative Agent, hereby certifies that the following statements are true and correct as of the date hereof: (1) Other than as expressly contemplated by this Amendment, since the date of the most recent financial statements furnished by the Company to the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be which financial statements were true and correct in all material respects and otherwise conformed to the requirements set forth in the Credit Agreement for such financial statements), there shall have been no change which has had or will have a material adverse effect on the business, operations, properties or financial condition of the Loan Parties taken as a whole; (2) The representations and warranties of the Company set forth in the Credit Agreement and the other Loan Documents (as amended by this Amendment) are true and correct in all respects on and as of that Credit Date to the date of this Amendment with the same extent effect as though made on and as of that such date, except to the extent such representations and warranties specifically expressly relate to an earlier date, in which case such representations and warranties shall have been true no Unmatured Event of Default or Event of Default has occurred and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofis continuing; and (53) as No consents, licenses or approvals are required in connection with the execution, delivery and performance by the Company of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent this Amendment or the Requisite Lenders shall be entitled, but Other Documents or the validity or enforceability against the Company of this Amendment or the Other Documents which have not obligated to, request been obtained and receive, prior delivered to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedLender.

Conditions Precedent. The obligation of each Lender the Collateral Agent to make any Loan on any Credit Date, including release funds in the Closing Date, are Disbursement Account to the Borrower in accordance with Section 2.10(c) is subject to the satisfaction, or waiver in accordance with Section 11.59.5, of the following conditions precedent: (1i) each Credit Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Administrative Agent (provided that the terms and provisions set forth in the Credit Documents as of the Closing Date shall be deemed satisfactory to the Administrative Agent) and no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Administrative Agent to be material, in each case, without the consent of the Administrative Agent. (ii) the Administrative Agent and the Lenders shall have received a fully executed Funds Release Request together with a Borrowing Base Certificate no later than 11:00 a.m. (Chicago, Illinois time) on the Business Day on which Borrower proposes to use the requested funds to purchase additional Eligible Receivables (the “Release Date”), evidencing sufficient Facility Availability with respect to the requested funds together with an updated schedule of Receivables including the Receivables to be purchased on the Release Date, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and delivered Funding Notice relating thereto(B) set forth the information required to be provided under the Backup Servicing Agreement (including, without limitation, and with respect to each Contract, (1) the account number; (2) Obligor name, (3) the outstanding principal balance of the Receivable evidenced by such Contract), (4) the Remaining Funded Amount of such Receivable and (5) any other information reasonably requested by the Administrative Agent with respect to such Release Date; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Release Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other Transaction Credit Documents to which it is a party shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on and as of that Credit Release Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) as of such Credit Release Date, after giving effect to the requested release of funds from the Disbursement Account, no event shall have occurred and be continuing or would result from such release of funds from the consummation of Disbursement Account to the applicable Credit Extension Borrower that would constitute a Default or an Event of Default or a Default; (v) as of such Release Date, the Collateral Agent shall have received a fully executed Assignment; (vi) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have delivered, or caused to be delivered, to the Backup Servicer, imaged copies of the Verified Documents and the related Lender Report, and (to the extent required pursuant to the Backup Servicing Agreement) the Administrative Agent shall have received the Verified Receivables Report from the Backup Servicer, which Verified Receivables Report is acceptable to the Administrative Agent in its sole discretion; (vii) no Material Adverse Effect shall have occurred; (viii) no Tier 2 Collateral Performance Trigger shall have occurred; (ix) no Regulatory Trigger Event shall have occurred; (x) immediately after the release of the requested funds to Borrower and the purchase by the Borrower of additional Eligible Receivables on such Release Date, no Borrowing Base Deficiency shall exist; (xi) immediately after making the Credit Extensions requested on such Credit Date, Commitment Availability shall not be less than the amount required pursuant to Section 5.11(b)(iii); and (xii) none of the Receivables to be sold to the Borrower on such Release Date and reflected on the Borrowing Base Certificate delivered pursuant to clause (ii) above were originated in any state or jurisdiction with respect to which any Governmental Authority has instituted any formal inquiry or investigation (which for the avoidance of doubt excludes any routine inquiry or investigation), legal action or proceeding against any Credit Party, any Originator, any Bank Partner Originator or any sub-servicer relating to such Person’s authority to originate, hold, own, service, pledge or enforce any Receivable with respect to the residents of such state, which formal inquiry, investigation, legal action or proceeding has not been resolved prior to such Credit Date. Any Agent or the Requisite Lenders shall be entitled, but not obligated toobligated, to request and receive, prior to the making release of any Credit Extensionfunds from the Disbursement Account to the Borrower, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Agent, such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation of each Lender to make any Term Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5SECTION 10.5, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoNotice; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4ii) as of such Credit the Closing Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit the Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and41 CREDIT AND GUARANTY AGREEMENT (5iii) as of such Credit the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and (iv) the Chief Financial Officer of the Company shall have delivered an Officer's Certificate representing and warranting and otherwise demonstrating to the satisfaction of Agent that, as of the Closing Date, Company reasonably expects, after giving effect to the proposed borrowing and based upon good faith determinations and projections consistent with the Financial Plan, to be in compliance with all operating and financial covenants set forth in this Agreement as of the last day of each Fiscal Quarter ending prior to the Term Loan Maturity Date. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Lender such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation of each Lender the Lenders to make any Loan Loan, on any Credit Date, including the Closing Date, are is subject to the satisfaction, or waiver in accordance with Section 11.59.5, of the following conditions precedent: (1i) each Credit Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Administrative Agent (provided that the terms and provisions set forth in the Credit Documents as of the Closing Date shall be deemed satisfactory to the Administrative Agent) and no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Administrative Agent to be material, in each case, without the consent of the Administrative Agent. (ii) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretotogether with a Borrowing Base Certificate prior to 11:00 a.m. (Chicago, Illinois time) on the requested Credit Date, evidencing sufficient Commitment Availability with respect to the requested Loan together with an updated schedule of Receivables including the Receivables to be pledged in connection with the Loan, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and (B) set forth the information required to be provided under the Backup Servicing Agreement (including, without limitation, and with respect to each Contract, (1) the account number; (2) Obligor name, (3) the outstanding principal balance of the Receivable evidenced by such Contract), (4) the Remaining Funded Amount of such Receivable, and (5) any other information reasonably requested by the Administrative Agent with respect to such Credit Date; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other Transaction Credit Documents to which it is a party shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) as of such Credit Date, after giving effect to such Loan, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) as of such Credit Date, the Collateral Agent shall have received a fully executed Assignment; (vi) the Administrative Agent shall have approved all material changes made to the Credit Policies and the Servicing Policy in accordance with the terms set forth herein; (vii) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have delivered, or caused to be delivered, to the Backup Servicer, imaged copies of the Verified Documents and the related Lender Report, and (to the extent required pursuant to the Backup Servicing Agreement) the Administrative Agent shall have received a Verified Receivables Report from the Backup Servicer, which Verified Receivables Report is acceptable to the Administrative Agent in its sole discretion; (viii) no Material Adverse Effect shall have occurred; (ix) no Tier 2 Collateral Performance Trigger shall have occurred; (x) no Regulatory Trigger Event shall have occurred; (xi) immediately prior to and after making the Credit Extensions requested on such Credit Date, no Borrowing Base Deficiency shall exist; (xii) immediately after making the Credit Extensions requested on such Credit Date, Commitment Availability shall not be less than the amount required pursuant to Section 5.11(b)(ii); and (xiii) none of the Receivables to be sold to the Borrower on such Credit Date and reflected on the Borrowing Base Certificate delivered pursuant to clause (ii) above were originated in any state or jurisdiction with respect to which any Governmental Authority has instituted any formal inquiry or investigation (which for the avoidance of doubt excludes any routine inquiry or investigation), legal action or proceeding against any Credit Party, any Originator, any Bank Partner Originator or any sub-servicer relating to such Person’s authority to originate, hold, own, service, pledge or enforce any Receivable with respect to the residents of such state, which formal inquiry, investigation, legal action or proceeding has not been resolved prior to such Credit Date. Any Agent or the Requisite Lenders shall be entitled, but not obligated toobligated, to request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Agent, such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation of each Lender to make any Loan Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.510.5, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoor Issuance Notice, as the case may be; (2ii) after making the principal amount of the Loans to be made in Credit Extensions requested on such Credit Extension Date, the Total Utilization of Revolving Commitments shall not exceed the undrawn Revolving Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timethen in effect; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects (except that any representation or warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation or warranty that is qualified as to materiality or Material Adverse Effect shall have been true and correct in all respects) on and as of such earlier date; provided that, solely for the purpose of satisfying this Section 3.2(a)(iii) on the Closing Date (and not for the purpose of determining whether an Event of Default under Section 8.1(d) has occurred), any reference to Material Adverse Effect in each case, such materiality qualifier Section 4 shall not be applicable deemed to any representations and warranties that already are qualified or modified by materiality in the text thereof; andmean a Material Adverse Change. (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default. Any Agent or ; provided that, solely for the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making purpose of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City timesatisfying this Section 3.2(a)(iv) on the Closing Date (and not for the purpose of determining whether an Event of Default under Section 8.1(c) and/or Section 8.1(e) has occurred), any reference to Material Adverse Effect in Sections 4 and 5 shall be deemed to mean a Material Adverse Change; and (v) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Funding Notice is receivedIssuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit.

Conditions Precedent. The Except with respect to any Incremental Facility or Incremental Equivalent Debt (as applicable), the obligation of each Lender to make any Loan (other than Revolving Loans converted pursuant to Section 2.3(c) or Swingline Loans) on any Credit Date, Date (including the Closing Date), any LC Issuing Bank to issue, amend or extend any Letter of Credit on any Credit Date (including the Closing Date) are subject to the satisfaction, satisfaction of the following conditions precedent (or waiver in accordance with Section 11.5, of the following conditions precedent:10.5): (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Borrowing Notice relating theretoAnd Certificate or Notice of LC Activity and Certificate, as the case may be, which shall include certifications that Borrowers have satisfied the conditions precedent in clauses (ii) through (viii) below as of the applicable Credit Date or Increased Amount Date; (2ii) after making the principal amount of the Loans to be made in Credit Extensions requested on such Credit Extension Date, the Total Utilization of Revolving Commitments shall not exceed the undrawn Revolving Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timethen in effect; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties of the Credit Parties (including those made on behalf of the Restricted Subsidiaries pursuant to Section 5.10) contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall be true and correct in all respects) on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall have been true and correct in all respects) on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute either a Default or an Event of Default. Any Default under this Agreement; (v) on or before the date of issuance, amendment or extension of any Letter of Credit, Administrative Agent or the Requisite Lenders shall have received all other information required under Section 2.3; (vi) as of such Credit Date, Borrowers shall be entitledin compliance with the Leverage Ratio and Interest Coverage Ratio requirements described in Section 6.6 for the immediately preceding Measurement Period; (vii) since December 31, but not obligated to2013, request and receiveno event, prior circumstance or change has occurred that has caused or could reasonably be expected to the making result in a Material Adverse Effect; and (viii) neither Administrative Agent nor any Lender shall have received any order or demand in respect of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any a Borrower under Section 224(1.1) of the foregoing ifITA or Section 317 of the Excise Tax Act (Canada) or any similar federal, in the good faith judgment of such Agent state, provincial or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedlocal legislation.

Conditions Precedent. Section 4.1. Conditions to Initial Advance, Funding of the Term Loans and the Closing The obligation obligations of Agent, Documentation Agent, L/C Issuer and other Lender Parties to consummate the transactions contemplated herein, to make the initial Advance under the Revolving Facility (the “Initial Advance”), to issue, amend, renew, extend or otherwise modify Letters of Credit and to fund the Term Loans in each case are, in addition to the conditions precedent specified in Section 4.2, subject to the delivery of all documents listed on, the taking of all actions set forth on and the satisfaction of each Lender of the conditions precedent listed on Exhibit D hereto, all in a manner, form and substance satisfactory to Agent and Documentation Agent in their sole discretion. Section 4.2. Conditions to each Advance, Letters of Credit, and funding of the Term Loans The obligations of the Lenders to make any Loan Advance under the Revolving Facility (including, without limitation, the Initial Advance) and/or to fund the Term Loans on any Credit Date, including the Closing Date, and the obligations of the L/C Issuer to issue, amend, renew, extend or otherwise modify Letters of Credit, are subject subject, in each case, to the satisfaction, or waiver in accordance with Section 11.5, satisfaction of each of the following conditions precedentfollowing: (1a) Borrower Funds Administrator, on behalf of Borrowers, shall have delivered to Agent the Administrative Agent most recent Borrowing Certificate for such Loan and in the case of an Advance, a Borrowing Base Certificate setting forth the Borrowing Base and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoAggregate Borrowing Availability as of the Friday immediately preceding the date of such requested Advance; (2b) the principal amount each of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein made by each Credit Party and each other Person party thereto (other than Lender Parties) in the other Transaction Loan Documents shall be true and correct in all material respects on before and as after giving effect to funding of that the Term Loans and/or making of such Advance and/or the issuance, amendment, renewal, extension or other modification of such Letter of Credit Date to the same extent as though made on and as of that date, (except to the extent such representations and warranties specifically expressly relate to an earlier date, in which case such representations and warranties they shall have been true and correct in all material respects on and as of such earlier date; provided that); (c) no Default or Event of Default shall have occurred or be continuing or exist after giving effect to the requested Advance and/or the Term Loans and/or the requested Letter of Credit on the relevant Borrowing Date; (d) immediately after giving effect to the requested Advance, in each case, such materiality qualifier the aggregate outstanding principal amount of Advances under the Revolving Facility shall not be applicable to any representations exceed the lesser of (i) the Facility Cap then in effect, less the Letter of Credit Usage then in effect; and warranties that already are qualified or modified by materiality (ii) the Aggregate Borrowing Availability then in the text thereofeffect; and (5e) no liabilities or obligations with respect to any Credit Party of any nature shall exist which, either individually or in the aggregate, reasonably would be expected to have or result in a Material Adverse Effect and, since the date of the then most recent audited financial statements delivered to Lender Parties hereunder, no Material Adverse Effect shall have occurred. Each Borrowing Certificate submitted shall constitute a representation and warranty by each Credit Party, as of the date of each such Credit notice and as of the relevant Borrowing Date, no event shall have occurred and be continuing or would result from that the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior conditions in Section 4.1 (with respect to the making Initial Advance and the Term Loans) and this Section 4.2 (with respect to all Loans and Letters of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”Credit) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedare satisfied.

Conditions Precedent. The obligation 19.1 Unless otherwise decided (or waived) by the Parties, the effectiveness of each Lender to make any Loan on any Credit Date, including the Closing Date, are this Scheme is and shall be conditional upon and subject to the satisfaction, fulfilment or waiver in accordance with Section 11.5, (to the extent permitted under the Applicable Law) of the following conditions precedent: (1) 19.1.1 obtaining no-objection/ observation letter from BSE Limited and National Stock Exchange of India Limited in relation to the Administrative Agent and Scheme under Regulation 37 of the Lenders shall have received a fully executed and delivered Funding Notice relating theretoSEBI LoDR; (2) the principal amount 19.1.2 approval of the Loans Scheme by the requisite majority of each class of shareholders and such other classes of Persons of the Parties, if any, as applicable or as may be required under the Act and as may be directed by the Tribunal; 19.1.3 the Scheme shall be acted upon only if the votes cast by the public shareholders in favour of the proposal are more than the number of votes cast against the proposal by the public shareholders of the Demerged Company, as required under the SEBI Circular; 19.1.4 the Demerged Company complying with other provisions of the SEBI Circular, including seeking approval of its shareholders through e-voting, as applicable; 19.1.5 the sanctions and orders of the Tribunal for the Scheme, under Sections 230 to 232 being obtained by the Parties; 19.1.6 the requisite consent, approval or permission of the Appropriate Authority or any other Person which by Applicable Law or contract, agreement may be made necessary for the implementation of this Scheme; 19.1.7 any other conditions as may be mutually agreed between the Parties in such Credit Extension shall not exceed writing, prior or after the undrawn Commitments date of filing of the Scheme with the Tribunal, as at conditions precedent to the related Credit Dateeffectiveness of the Scheme; and 19.1.8 certified/ authenticated copies of the orders of the Tribunal, after giving effect sanctioning the Scheme, being filed by the Parties with the RoC having jurisdiction over the Parties. 19.2 It is hereby clarified that submission of this Scheme to the Tribunal and to the Appropriate Authorities for their respective approvals is without prejudice to all rights, interests, titles or defences that Parties may have under or pursuant to all Applicable Laws. 19.3 On the approval of this Scheme by each class of shareholders of the Parties and such Credit Extensionother classes of Persons of the Parties, the Loan Amount does not exceed the lesser if any, pursuant to Clause 19.1, such classes of (x) the Maximum Facility Amount less the aggregate amount shareholders and classes of Voluntary Commitment Reductions effected prior Persons shall also be deemed to such time have resolved and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received accorded all relevant consents under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date Act or otherwise to the same extent as though made on and as of that date, except applicable in relation to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (5) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedScheme.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Initial Funding Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent: (1) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timeMarket Value Test shall be satisfied; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (54) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and (5) each of the other conditions set forth on Part 2 of Schedule C shall be satisfied as of such date. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Lender such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Initial Credit Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent: : (1) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; ; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, (x) the Loan Amount does not exceed the lesser of (x) the Adjusted Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to at such time and (y) the Loan Amount does not exceed the Borrowing Base Amount at such time; ; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (54) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; (5) the Escrowed Assignment Agreement Documents for the relevant Collateral Obligations have been received (in the manner and to the extent provided in Section 6.7); and (6) after the making of such Loan and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the amount specified in clause (II) of the definition of Unfunded Reserve Required Amount. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing conditions precedent in clauses (1)-(6) if, in the good faith judgment of such Agent or the Requisite Lenders Lender such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 5:00 p.m. (New York City time) on the date the applicable Funding Notice is received.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are Date is subject to the satisfaction, or waiver in accordance with Section 11.59.4, of the following conditions precedent: (1i) the at least two (2) Business Days prior to such Credit Date, Administrative Agent, Paying Agent and the Lenders each Lender shall have received a fully executed and delivered Funding Notice relating theretotogether with a Borrowing Base Certificate, evidencing sufficient Availability with respect to the requested Loans, and a Borrowing Base Report; (2ii) the principal amount of the both before and after making any Loans to be made in requested on such Credit Extension Date, the Total Utilization of Commitments shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timeBase; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except date (unless any such representation or warranty relates to the extent such representations and warranties specifically relate to an earlier a specific date, in which case such representations and warranties case, it shall have been be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and); (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension Loan that would constitute a Default or an Event of Default or a Default. Any ; (v) as of such Credit Date no event has occurred which has had a Material Adverse Effect; (vi) as of such Credit Date, no Key Person Event shall have occurred; (vii) with respect to the related Verification Event for such Credit Date, Schedule II of such Verification Certificate notes no more than the greater of (i) eight (8) of such Lease Files reviewed by the Verification Agent or (ii) 5% of such Lease files reviewed by the Requisite Lenders Verification Agent; (viii) to the extent that the pledge of any Lease would cause the aggregate Amortized Lease Value of all Leases the Obligors of which have billing addresses in any one state to exceed 22.5% of the Amortized Lease Value of all Pledged Leases, a legal opinion with respect to compliance with law in such state, reasonably acceptable to the Administrative Agent; and (ix) such other items as the Administrative Agent or any Lender shall reasonably request. The Administrative Agent shall be entitled, but not obligated to, request and receive, prior to the making of any Credit ExtensionLoan, additional information reasonably satisfactory to the requesting party Administrative Agent or any Lender confirming the satisfaction of any of the foregoing if, in the good faith judgment reasonable discretion of such the Administrative Agent or the Requisite Lenders such Lender such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. Section 7.01. Conditions to RFC III'S Obligations Regarding Initial Receivables. The obligation obligations of each Lender RFC III to make any Loan purchase the Receivables in the Initial Accounts on any Credit Date, including the Closing Date, are Date shall be subject to the satisfaction, or waiver in accordance with Section 11.5, satisfaction of the following conditions precedentconditions: (1a) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the all representations and warranties of Centurion contained herein and in the other Transaction Documents this Agreement shall be true and correct in all material respects on and as of that Credit the Closing Date to with the same extent effect as though made on and as of that date, except to the extent such representations and warranties specifically relate had been made on such date (except that, to the extent any such representation or warranty expressly relates to an earlier date, in which case such representations and warranties shall have been representation or warranty was true and correct on such earlier date); (b) all information concerning the Initial Accounts provided to RFC III shall be true and correct as of the Initial Cut-Off Date in all material respects respects; (c) Centurion shall have (i) delivered to RFC III a true and correct Account Schedule with respect to the Initial Accounts, and (ii) performed all other obligations required to be performed by Centurion on or before the Closing Date by the provisions of this Agreement; (d) Centurion shall have recorded and filed, at its expense, any financing statement with respect to the Purchased Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect the sale of the Purchased Assets from Centurion to RFC III, and shall deliver a file-stamped copy of such earlier date; provided that, in each case, financing statements or other evidence of such materiality qualifier shall not be applicable filings to any representations and warranties that already are qualified or modified by materiality in the text thereofRFC III; and (5e) as of such Credit Dateall corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to RFC III, no event and RFC III shall have occurred and be continuing or would result received from the consummation Centurion copies of the applicable Credit Extension that would constitute a Default or an Event all documents (including records of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior corporate proceedings) relevant to the making of any Credit Extension, additional information transactions herein contemplated as RFC III may reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedhave requested.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are Date is subject to the satisfaction, or waiver in accordance with Section 11.59.5, of any condition set forth in the Undertakings Agreement and the following conditions precedent: (1i) the Administrative Agent, Paying Agent, Custodian, each Class A Managing Agent and the Lenders Class B Agent shall have received a fully executed and delivered Funding Notice relating theretotogether with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Loans, and a Borrowing Base Report; (2ii) the principal amount of the both before and after making any Revolving Loans to be made in requested on such Credit Extension Date, the Total Utilization of Class A Revolving Commitments shall not exceed the undrawn Class A Borrowing Base and the Total Utilization of Class B Revolving Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does shall not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Class B Borrowing Base at such timeBase; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit Date, except, in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects respects, or true and correct in all respects, as the case may be on and as of such earlier date; provided that, in each caseprovided, such materiality qualifier shall not be applicable to any that the representations and warranties that already are qualified or modified by materiality in any Original Borrowing Base Certificate shall be excluded from the text thereof; andcertification in this Section 3.3(a)(iii) to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(d)(ii); (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) the Administrative Agent, Paying Agent, each Class A Managing Agent and the Class B Agent shall have received the Borrowing Base Report for the Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) in accordance with the terms of the Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, the Receivable File related to each Receivable that is, on such Credit Date, being transferred and delivered to Company pursuant to the Asset Purchase Agreement, and the Collateral Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Collateral Agent in its Permitted Discretion. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment Permitted Discretion of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from circumstances. Notwithstanding anything contained herein to the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on contrary, the date the applicable Funding Notice is receivedPaying Agent shall not be responsible or liable for determining whether any conditions precedent to making a Loan have been satisfied.

Conditions Precedent. The obligation of each Lender Lender's agreement to make any extend the Loan on any Credit Date, including to the Closing Date, are Borrower is subject to the fulfillment, to the Lender's satisfaction, or waiver in accordance with Section 11.5, of all of the following conditions precedentconditions: A. Lender shall have received, on or before the date hereof (1i) a copy of the Administrative Agent resolutions of the Board of Directors of the Borrower, certified on such date by an officer of the Borrower, authorizing the execution and delivery of this Agreement, the borrowings hereunder and the Lenders execution and delivery of the Note, the execution and delivery of the Warrant, and the other Loan Documents and the Collateral, and (ii) such additional documents and requirements as the Lender or counsel for the Lender may reasonably request. B. The Borrower shall have received a fully executed and delivered Funding Notice relating thereto;all documentation for the Loan reasonably requested by the Lender, which shall be in form and content reasonably acceptable to the Lender and its counsel. (2) C. The Borrower shall have provided to the principal amount Lender, in form satisfactory to the Lender, all financial and other information concerning its business and affairs, as reasonably requested by the Lender. D. To the best knowledge of the Loans Borrower, no event has occurred or failed to be made occur that would have a Material Adverse Effect on the financial condition of the Borrower, as set forth in such Credit Extension its September 30, 2001 quarterly financial statements. E. The Borrower shall have certified that the execution of the Loan Documents and the Warrant shall not exceed cause any default which would have a Material Adverse Effect on Borrower under any other contract or agreement to which the undrawn Commitments as at Borrower is subject. F. Subject to the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loanlimitations set forth in Section 11, the Borrower shall have (x) provided paid or agreed to Administrative Agent make payment of all reasonable expenses actually incurred in connection with the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (5) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation closing of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitledLoan, but not obligated toincluding, request without limitation, insurance premiums, audit charges and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedattorneys' fees.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are Each Funding under this Series is subject to the satisfaction, or waiver in accordance with Section 11.5, satisfaction of the following conditions precedentprecedent on the relevant date specified below: (1i) fifteen (15) days prior to the Administrative Term Funding Date (or such shorter period of time as may be agreed to by the Certificateholder Agent in its sole discretion), the Depositor shall deliver to the Certificateholder Agent and the Lenders Certificateholders of this Series a draft Funding Report indicating the amount of the Funding (which shall have received be within a fully executed 5% plus or minus variance, except in connection with the final Funding under this Series) and delivered including any proposed changes to the Term Funding Notice relating theretoSchedule; (2ii) five (5) Business Days prior to the principal amount requested Term Funding Date the Depositor shall deliver to the Certificateholder Agent, the Certificateholders of this Series and the Loans to be made Trustee the final Funding Report, the Term Funding Schedule, and an executed AFI Certificate substantially in such Credit Extension shall not exceed the undrawn Commitments form attached hereto as at the related Credit Date; and, Exhibit I; (iii) (A) after giving effect to such Credit ExtensionFunding, the Loan applicable Maximum Series Amount does shall not exceed the lesser of be exceeded and (xB) the Maximum Facility Amount less Depositor shall use the aggregate amount proceeds of Voluntary Commitment Reductions effected prior such Funding to such time and (y) repay the Borrowing Base at such time98-1 Revolving Certificates; (3iv) if such Loan is an Exposure-Related Loan, Funding shall occur on a date prior to the Borrower applicable Funding Termination Date and shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount be at least equal to the Exposure Equity Minimum Funding Amount related for this Series when aggregated with any amounts to be funded on such Exposure-Related LoanTerm Funding Date under subsection (a) above; (v) after giving effect to such Funding, there shall not have been more than four (4) as Fundings under this Series; (vi) no Default (other than a Servicing Advisor Default), Depositor Event of Default, Servicer Event of Default, Special Servicer Event of Default or Servicing Advisor Event of Default shall exist or shall result from the Funding; (vii) both before and after giving effect to such Credit DateFunding, the representations and warranties contained herein and in the other Transaction Documents Pool Performance Condition shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofmet; and (5viii) such other conditions as of such Credit Date, no event shall have occurred and may be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, specified in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedrelated Certificate Purchase Agreements.

Conditions Precedent. The obligation of each Lender 2.2.1 Subject to make Clause 2.2.2, any Loan Notes which are to be created, issued or have their Principal Amount Outstanding increased pursuant to the provisions of Clause 2.1 (Issue of Loan Notes) shall be constituted, or amended, as the case may be, on the execution of the relevant Loan Note Supplement in respect of such Loan Notes by the Loan Note Issuer, the Security Trustee and the other parties named therein or, in relation to any Credit Dateincrease in the Principal Amount Outstanding, including upon the Closing Datesatisfaction of the relevant provisions relating to such increase set out in the relevant Loan Note Supplement. The consent of the Security Trustee and the Transferor is required to permit the creation, are issuance or, subject to Clause 2.2.2, increase of the satisfactionPrincipal Amount Outstanding of any such Loan Notes, which consent shall be evidenced by (i) the Security Trustee's and the Transferor's execution of the relevant Loan Note Supplement, or waiver (ii) the Transferor's confirmation of the satisfaction of the relevant conditions precedent and the Security Trustee's acknowledgement of receipt of such confirmation. 2.2.2 Once created and issued in accordance with Section 11.5Clause 2.2.1, the Principal Amount Outstanding of any Loan Note forming part of a VFN Series may be increased in accordance with its terms, without the following conditions precedentSecurity Trustee's consent. 2.2.3 The Loan Note Issuer shall deliver each Loan Note Supplement to the Security Trustee for execution accompanied by: (1i) written confirmation from each Rating Agency that the Administrative Agent and issue of the Lenders relevant Loan Notes will not result in any Rating Agency's reduction or withdrawal of its then current rating on any outstanding Rated Debt (which confirmation shall be deemed to have received been given by any Rating Agency which issues a fully executed and delivered Funding Notice relating theretorating of the relevant Loan Notes and/or, as the case may be, any Associated Debt); (2ii) legal opinions (in form and substance satisfactory to the principal amount Security Trustee) from legal advisers of the Loans to be made recognised standing in such Credit Extension shall not exceed jurisdictions as may reasonably be required by the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofSecurity Trustee; and (5iii) such other documents as the Security Trustee may reasonably require. Upon receipt of such documents as are described in paragraphs (i) to (iii) above, together with such further documents (if any) as may be specified in the relevant Loan Note Supplement, the Security Trustee shall consent to and execute the relevant Loan Note Supplement and shall be protected from any liability for doing so. 2.2.4 The requirement to execute a Loan Note Supplement and satisfy the other conditions precedent set out in Clause 2.2.1 above shall not apply in respect of such Credit Dateany increase in the Principal Amount Outstanding of a VFN Loan Note in accordance with its terms. In respect of any other increase in the Principal Amount Outstanding of any Loan Note, no event the requirement to execute a Loan Note Supplement shall have occurred and only be continuing or would result from applicable to the consummation extent that any amendments are required to be made to the terms of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or existing Loan Note Supplement for such Series (and such amendments are not contemplated by the Requisite Lenders Loan Note Supplement) and, to the extent so required, the Security Trustee shall consent to and execute the relevant Loan Note Supplement and shall be entitled, but not obligated to, request and receive, prior to the making of protected from any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedliability for doing so.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date occurring after the Interim Facility Effective Date, including the Closing Date, are is subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoNotice, accompanied by the certificates specified in Section 2.1(c)(ii); (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4ii) as of such Credit Date, the representations and warranties contained herein and in each other Loan Document, certificate or other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the other Transaction Documents Credit Date shall be true and correct in all material respects (except that such materiality qualifier shall not be applied to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the context thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that such materiality qualifier shall not be applied to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the context thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iii) as of such Credit Date, no event Event of Default or Default shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default Extension; (iv) the Loan Parties shall have paid (or an Event shall pay concurrently with the funding of Default. Any Agent or the Requisite Lenders shall be entitledLoans on such Credit Date) all fees, but not obligated tocosts and expenses then payable by the Loan Parties pursuant to this Agreement and the other Loan Documents, request including, without limitation, the Fee Letter, Section 2.10, and, to the extent invoiced, Section 11.2 hereof (including the fees and receive, prior expenses of counsel to the Agents and the advisors to the Lenders); and (v) the making of such Loan shall not contravene any Credit Extensionlaw, additional information reasonably satisfactory rule or regulation applicable to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedany Lender.

Conditions Precedent. The obligation of each Lender the Pass Through Trustees to make enter into, and to cause the Subordination Agent to enter into, any Loan on any Credit Date, including the Closing Date, are Participation Agreement or financing agreement relating to a Special Structure as directed pursuant to a Delivery Notice and to perform its obligations thereunder is subject to the satisfaction, or waiver in accordance with Section 11.5, satisfaction of the following conditions precedentconditions: (1a) the Administrative Agent and the Lenders no Triggering Event shall have received a fully executed and delivered Funding Notice relating theretooccurred; (2b) the principal amount of Company shall have delivered a certificate to each such Pass Through Trustee and each Liquidity Provider stating that (i) such Participation Agreement and the Loans other Financing Agreements to be made entered into pursuant to such Participation Agreement or, in the case of a Special Structure, the financing agreements to be entered into in connection with such Credit Extension shall Special Structure do not exceed vary the undrawn Commitments as at the related Credit Date; Mandatory Economic Terms and, after giving effect to such Credit Extensionexcept in the case of a Special Structure, contain the Loan Amount does not exceed the lesser of Mandatory Document Terms, (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument ii)any substantive modification of such Future Funding Collateral Obligation Financing Agreements or financing agreement relating to a Special Structure from the forms of Financing Agreements attached to this Agreement do not materially and (y) deposited into adversely affect the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit DateCertificateholders and, the representations and warranties contained herein and in the other Transaction Documents case of a Special Structure, do not expose the Certificateholders to any material additional risks beyond those to which such persons would have been exposed absent such Special Structure, and such certification shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofcorrect; and (5c) as in the case of such Credit Datea Special Structure, no event a copy of the Rating Agency Confirmations required under Section 1(c) shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Defaultbeen delivered to each such Pass Through Trustee. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior Anything herein to the making contrary notwithstanding, the obligation of any Credit Extension, additional information reasonably satisfactory each Pass Through Trustee to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) purchase Equipment Notes shall terminate on the date the applicable Funding Notice is receivedCut-off Date.

Conditions Precedent. The obligation effectiveness of each Lender to make any Loan on any Credit Date, including the Closing Date, are this Amendment is subject to the satisfaction, or waiver in accordance with Section 11.5, satisfaction of the following conditions precedent, as determined by ▇▇▇▇▇▇ in its reasonable discretion: (1a) the Administrative Agent and the Lenders Lender (or its counsel) shall have received from each Credit Party a fully executed counterpart of this Amendment and delivered Funding Notice relating thereto;all other Loan Documents to which it is party signed on behalf of such party in connection with this Amendment. (2b) Lender shall have received such documents and certificates as Lender or its counsel may reasonably request relating to the principal amount organization, existence and good standing of the Loans Credit Parties, the authorization of the transactions with respect to this Amendment and any other legal matters relating to the Credit Parties, this Amendment or the transactions with respect hereto, all in form and substance satisfactory to Lender and its counsel. (c) Lender shall have received all fees and other amounts due and payable on or prior to the Seventh Amendment Date, including, the Seventh Amendment Extension Fee and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be made in such Credit Extension reimbursed or paid by ▇▇▇▇▇▇▇▇ hereunder. (d) The Collateral shall not exceed be subject to any Liens other than Permitted Liens. (e) At the undrawn Commitments as at the related Credit Date; and, time of and immediately after giving effect to such Credit Extensionthis Amendment, the Loan Amount does not exceed the lesser no Default or Event of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time Default shall have occurred and (y) the Borrowing Base at such time;be continuing. (3f) if such Loan is an Exposure-Related Loan, the Borrower No Material Adverse Effect shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan;occurred since December 31, 2021. (4g) as of such Credit Date, the The representations and warranties contained herein of the Credit Parties and Entities as set forth in the other Transaction Documents Credit Agreement and each Loan Document shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (5) as of such Credit Seventh Amendment Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is received.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date, including if applicable the Closing Date, are is subject to the satisfactionsatisfaction (in the reasonable discretion of each Lender), or waiver in accordance with Section 11.59.5, of the following conditions precedent: (1i) Administrative Agent, the Administrative Agent Paying Agent, the Custodian and the Class B Lenders shall have received a fully executed and delivered Funding Notice relating theretotogether with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (2ii) the principal amount of the both before and after making any Revolving Loans to be made in requested on such Credit Extension Date, the Total Utilization of Class A Revolving Loans shall not exceed the undrawn Class A Borrowing Base and the Total Utilization of Class B Revolving Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does shall not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Class B Borrowing Base at such timeBase; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit Date, except, in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects respects, or true and correct in all respects, as the case may be on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default, a Default or an Event of Default. Any Early Amortization Event; (v) the Administrative Agent, the Class B Lenders and the Paying Agent or shall have received the Requisite Lenders shall be entitled, but not obligated to, request and receive, Borrowing Base Report for the Business Day prior to the making Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) in accordance with the terms of any Credit Extensionthe Custodial Agreement, additional information reasonably satisfactory Company has delivered, or caused to be delivered to the requesting party confirming Custodian, the satisfaction Receivable File related to each Receivable, if any, that is, on such Credit Date, being transferred and delivered to Company pursuant to the Asset Purchase Agreement, and the Administrative Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Administrative Agent in its Permitted Discretion; (vii) as of any such Credit Date, the Reserve Account shall have been (or will be, out of the foregoing ifproceeds of the Revolving Loans to be made on such date), funded so that it contains funds in an amount not less than the good faith judgment Reserve Account Funding Requirement as of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing date; (an “Additional Information Request”) no later than 7:00 p.m. (New York City timeviii) on or prior to the date of the first Funding Notice, the Company shall have established the cash management system and accounts described in Section 2.11 hereof; and (ix) The Administrative Agent shall have received a copy of the Lockbox Account Control Agreement, originally executed and delivered by each applicable Funding Notice is receivedPerson and reasonably acceptable to the Lenders. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, the Paying Agent nor the Collateral Agent shall be responsible or liable for determining whether any conditions precedent to making a Revolving Loan have been satisfied.

Conditions Precedent. (a) The obligation of following conditions precedent must be met before each Lender to make any Loan on any Credit Dateis made hereunder: (i) No event, including the Closing Date, are subject to the satisfactioncondition or change that has had, or waiver in accordance with Section 11.5could reasonably be expected to have, of the following conditions precedent: a Material Adverse Effect shall exist, (1ii) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the The representations and warranties contained herein in this Loan Agreement and in the other Transaction Documents Other Agreements shall be true and correct in all material respects on and as of the date of such Loan (provided, that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate which speak to an earlier another date, in which case such representations and warranties shall have been be true and correct in all material respects on and as of such earlier date; provided provided, further, that, in each case, such materiality qualifier shall not be applicable to any representations representation and warranties warranty that already are is qualified or modified by materiality in the text thereof; and thereof shall be true and correct (5after giving effect to any qualification therein) as in all respects on such respective dates), (iii) As of the date of such Credit DateLoan, no event Default or Event of Default shall have occurred and be continuing exist or would result from the consummation making of such Loan, and (iv) Such additional documents and information as Lender may reasonably request from Borrower from time to time. (b) In addition, the applicable Credit Extension that would constitute a Default or an Event following conditions precedent must be met before the initial Loan is made hereunder: (i) Payment of Default. Any Agent all fees required under this Loan Agreement or the Requisite Lenders shall be entitledOther Agreements, (ii) Receipt by Lender of satisfactory release documents from all conflicting secured creditors (other than holders of Permitted Liens), (iii) Receipt by Lender of appropriate filings and other means of perfecting its security interest in the Collateral, including, but not obligated limited to, request specific assignments of Collateral consisting of instruments or evidenced by titles, (iv) Lender shall have received copies of the certificates and receiveevidences of insurance contemplated under Section 5.6 and the Financials described in Section 7.3, prior (v) Receipt by Lender of such proof of free and clear ownership of the Collateral, as may be reasonably requested by Lender, (vi) Reserved, (vii) Delivery by Borrower of a reasonably satisfactory landlord waiver duly executed and delivered by Borrower’s Cambridge, Massachusetts landlord, (viii) Receipt by Lender of a Warrant to purchase 689,655 shares of Borrower’s Series C Preferred Stock at a purchase price of $0.58 per share in form and substance satisfactory to Lender (the making “Warrant”), and (ix) Delivery by Borrower of any Credit Extension, additional information a legal opinion of counsel to Borrower relating to this Loan Agreement and the Other Agreements in form and substance reasonably satisfactory to Lender. (c) The following conditions precedent must be met before the requesting party confirming second Tranche is made hereunder: (i) Borrower shall have filed a registration statement of on S-1 for an initial public offering of its stock and is actively pursuing such stock offering thereunder, or (ii) is or making progress (as determined by Lender in its sole discretion) toward the satisfaction of any of the foregoing ifexecution of, and funding under, a term sheet from a growth equity fund, inside investors or a pharmaceutical partner, in the good faith judgment of either case Borrower shall be seeking to raise a net amount not less than $20 million through such Agent equity offering(s) and which transaction(s) would be expected to close and fund on or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedbefore April 30, 2014.

Conditions Precedent. The obligation of each Lender to make a Loan on the occasion of any Loan Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, on any Credit Date, including the Closing Date, are is subject to the satisfaction, satisfaction (or waiver in accordance with Section 11.5, 10.5) of the following conditions precedent: (1i) the Administrative Agent and and, in the Lenders case of any issuance, amendment, renewal or extension of any Letter of Credit, the Issuing Bank shall have received a fully completed and executed and delivered Funding Notice relating theretoor Issuance Notice, as the case may be; (2ii) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained of the Credit Parties set forth herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that such Credit Date to the same extent as though made on and as of that datesuch Credit Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iii) as at the time of and immediately after giving effect to such Credit DateExtension, no event Default or Event of Default shall have occurred and be continuing or would result from continuing, and the consummation Borrower shall be in pro forma compliance with Section 6.7(b) as of the applicable Credit Extension that would constitute a Default or an Event last day of Default. Any Agent or the Requisite Lenders most recent Fiscal Quarter for which financial statements shall be entitled, but not obligated to, request and receivehave been delivered pursuant to Section 5.1 (or, prior to the making delivery of any such financial statements, the Fiscal Quarter ended March 31, 2010), giving effect to such Credit Event and the application of any proceeds thereof as if such Credit Event had occurred on the first day of the relevant period; (iv) in the case of any issuance, amendment, renewal or extension of any Letter of Credit, the Administrative Agent and the Issuing Bank shall have received all other information required by the applicable Issuance Notice, and such other documents or information as the Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. On the date of any Credit Extension, additional information reasonably satisfactory the Borrower shall be deemed to have represented and warranted that the requesting party confirming conditions specified in this Section 3.2 have been satisfied and that, after giving effect to such Credit Extension, the satisfaction Total Utilization of Revolving Commitments Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any of the foregoing if, such component) specified in the good faith judgment of such Agent Section 2.2(a) or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is received2.4(a).

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are subject As a condition precedent to the satisfaction, or waiver in accordance with Section 11.5, extension of the following conditions precedentInitial Revolving Maturity Date to the First Extended Revolving Maturity Date and the extension of the First Extended Revolving Maturity Date to the Second Extended Revolving Maturity Date pursuant to this Section: (1i) the Administrative Borrowers shall deliver to the Agent a certificate of each Loan Party (in sufficient copies for each Revolving Credit Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the Lenders shall have received a fully executed resolutions adopted by such Loan Party approving or consenting to such extension and delivered Funding Notice relating thereto; (2B) in the principal amount case of the Loans to be made Borrowers, certifying that, as of the date of the notice described in such Credit Extension shall not exceed Section 2.15(a), as of the undrawn Commitments as at the related Credit Date; and, Maturity Date then in effect and after giving effect to such Credit Extensionextension, the Loan Amount does not exceed the lesser of (x1) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein in Article V and in the other Transaction Loan Documents shall be are true and correct in all material respects (without duplication of any materiality standards set forth therein) on and as of that Credit the Maturity Date to the same extent as though made on and as of that datein effect, except to the extent that such representations and warranties specifically relate refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2) no Default exists; (ii) (A) upon the reasonable request of any Lender made at least ten days prior to the Maturity Date then in effect, each Borrower shall have been provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least five days prior to the Maturity Date then in effect; and (B) at least five days prior to the Maturity Date then in effect, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower; (iii) on the Maturity Date then in effect, the Borrowers shall pay to the Agent, for the pro rata account of each Lender in accordance with their respective Applicable Percentages, an extension fee equal to 6.25 basis points (0.625%) of the Aggregate Commitments as of such date, which fee shall, when paid, be fully earned and non-refundable under any circumstances; and (iv) on the date of the notice described in Section 2.15(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality standards set forth therein) on and as of the Maturity Date in effect, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date; provided that, in each caseand except that for purposes of this Section 2.15, such materiality qualifier shall not be applicable to any the representations and warranties that already are qualified or modified by materiality contained in the text thereof; and subsections (5a) as and (b) of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders Section 5.02 shall be entitled, but not obligated to, request and receive, prior deemed to refer to the making most recent statements furnished pursuant to clauses (a) and (b), respectively, of any Credit ExtensionSection 6.01, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”B) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedDefault exists.

Conditions Precedent. Section 7.01. Conditions to RFC IV's Obligations Regarding Initial Receivables. The obligation obligations of each Lender RFC IV to make any Loan purchase the Receivables in the Initial Accounts on any Credit Date, including the Closing Date, are Date shall be subject to the satisfaction, or waiver in accordance with Section 11.5, satisfaction of the following conditions precedentconditions: (1a) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the all representations and warranties of FSB contained herein and in the other Transaction Documents this Agreement shall be true and correct in all material respects on and as of that Credit the Closing Date to with the same extent effect as though made on and as of that date, except to the extent such representations and warranties specifically relate had been made on such date (except that, to the extent any such representation or warranty expressly relates to an earlier date, in which case such representations and warranties shall have been representation or warranty was true and correct on such earlier date); (b) all information concerning the Initial Accounts provided to RFC IV shall be true and correct as of the Initial Cut-Off Date in all material respects respects; (c) FSB shall have (i) delivered to RFC IV a true and correct Account Schedule with respect to the Initial Accounts, and (ii) performed all other obligations required to be performed by FSB on or before the Closing Date by the provisions of this Agreement; (d) FSB shall have recorded and filed, at its expense, any financing statement with respect to the Purchased Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect the sale of the Purchased Assets from FSB to RFC IV, and shall deliver a file-stamped copy of such earlier date; provided that, in each case, financing statements or other evidence of such materiality qualifier shall not be applicable filings to any representations and warranties that already are qualified or modified by materiality in the text thereofRFC IV; and (5e) as of such Credit Dateall corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to RFC IV, no event and RFC IV shall have occurred and be continuing or would result received from the consummation FSB copies of the applicable Credit Extension that would constitute a Default or an Event all documents (including records of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior corporate proceedings) relevant to the making of any Credit Extension, additional information transactions herein contemplated as RFC IV may reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedhave requested.

Conditions Precedent. (a) The obligation of each Lender to make any the initial advance under each Loan on any Credit Date, including the Closing Date, are is subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedentcondition precedent that Lender shall have received: (1i) Duly executed copies of each document listed on the Administrative Agent last page hereof relating to such Loan, in form and substance acceptable to Lender and its legal counsel (all such documents, together with this Agreement and any other security documents relating to the Lenders shall have received a fully executed Loans, and delivered Funding Notice relating theretoany modifications thereof, to be hereinafter collectively referred to as the "Loan Documents"); (2ii) Written confirmation from Borrower that the principal amount Securities and Exchange Commission has no further comments in regard to Borrower's purchase of all of its issued and outstanding shares of common stock held or controlled by shareholders other than ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the Loans "Public Shares") pursuant to be made in such Credit Extension the tender offer by Borrower to purchase the Public Shares; (iii) Confirmation that the price at which Borrower shall purchase its issued and outstanding shares shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect that which is acceptable to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timeLender; (3iv) if An origination fee of 1/4 percent (0.25%) of funds advanced hereunder, as consideration for Lender's commitment to make such Loan is an Exposure-Related Loan, the Borrower shall have advances; (xv) provided to Administrative Agent the related funding notice received under the Underlying Instrument A Mortgagee Policy of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds Title Insurance in an amount equal and form satisfactory to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations Lender and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofBorrower; and (5vi) An environmental assessment report for the real estate portion of the Collateral (described in Paragraph 9 hereof), which shall be in form and content satisfactory to Lender. (b) Lender's obligation to make any advances under the Loans shall be subject to the additional conditions precedent that, as of the date of such Credit Dateadvance and after giving effect thereto: (i) all representations and warranties made by Borrower to Lender are true and correct, as if made on such date, (ii) all documents and proceedings shall be reasonably satisfactory to legal counsel for Lender, (iii) no condition or event shall have occurred and be continuing exists which constitutes an Event of Default (as hereinafter defined) or would result from which, with the consummation lapse of the applicable Credit Extension that time and/or giving of notice, would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders , and (iv) all conditions precedent set forth in subparagraph (a) above shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedhave been satisfied.

Conditions Precedent. (a) The obligation effectiveness of this Agreement and the obligations of each Initial Incremental Revolving Loan Lender to make any Credit Extension under the Incremental Revolving Loan Commitment on any Credit Date, including the Closing Date, are Date shall be subject to the satisfaction, or waiver in accordance with Section 11.511.05 of the Credit Agreement, of the following conditions precedenton or before the Closing Date: (1) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4i) as of such Credit the Closing Date, the representations and warranties contained herein in the Credit Agreement and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit the Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5ii) as of such Credit the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension on the Closing Date that would constitute a Default or an Event of Default or a Default. Any ; (iii) the Administrative Agent and the Lead Arranger shall have received (A) a customary solvency certificate from the chief financial officer of the Borrower, (B) customary opinions of counsel to the Borrower and the Guarantors, (C) customary corporate resolutions and closing certificates and (D) if requested by any Initial Incremental Revolving Loan Lender, a Revolving Loan Note executed by the Borrower in favor of such Initial Incremental Revolving Loan Lender; (iv) all fees due to the Administrative Agent, the Lead Arranger and the Initial Incremental Revolving Loan Lenders as agreed by the Borrower and the Initial Incremental Revolving Loan Lenders, and all expenses to be paid or reimbursed under the Requisite Engagement Letter or any Credit Document to the Administrative Agent, the Lead Arranger and the Initial Incremental Revolving Loan Lenders shall be entitled, but not obligated to, request and receive, that have been invoiced at least two Business Days prior to the making Closing Date, shall have been paid; (v) so long as requested at least ten Business Days prior to the Closing Date, each Initial Incremental Revolving Loan Lender shall have received at least three Business Days prior to the Closing Date, all documentation and other information with respect to the Borrower and the Guarantors that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act; (vi) the Administrative Agent and the Lead Arranger shall have received: (A) the audited consolidated balance sheets and related consolidated statements of operations, cash flows and shareholders’ equity of the Borrower for the three most recently completed Fiscal Years of the Borrower ended at least 90 days before the Closing Date, accompanied by an unqualified report thereon by their respective independent registered public accountants; (B) the unaudited consolidated balance sheets and related statements of operations and cash flows of each of the Borrower for each subsequent Fiscal Quarter of the Borrower ended at least 45 days before the Closing Date; and (C) pro forma balance sheet and related statement of operations of the Borrower and its Subsidiaries as of and for the most recent Fiscal Year for which audited financial statements are required and any interim period and as of and for the period ending with the latest annual or quarterly period of the Borrower covered by clauses (A) and (B) above, in each case after giving effect to the Credit Extension under this Agreement (the “Pro Forma Financial Statements”), all of which financial statements shall be prepared in accordance with generally accepted accounting principles in the United States and comply with in all material respects the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulations of the Securities and Exchange Commission promulgated thereunder applicable to a registration statement under the Securities Act on Form S-1 (except that it is understood and agreed that the Pro Forma Financial Statements for any last 12-month period which does not correspond with a Fiscal Year end may not comply with Regulation S-X only insofar that Regulation S-X contemplates Fiscal Year and interim period pro forma financial statements rather than “last 12-month” pro forma financial statements); and (vii) as of the Closing Date, (x) the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Article 7 of the Credit Agreement as of the last day of the most recently ended Fiscal Quarter or Fiscal Year for which financial statements have been delivered pursuant to Section 5.01(a) or (b) of the Credit Agreement after giving effect to the Incremental Revolving Loan Commitment and treating the Incremental Revolving Commitment as fully drawn and (y) the pro forma Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter or Fiscal Year for which financial statements have been delivered pursuant to Section 5.01(a) or (b) of the Credit Agreement (after giving effect to the Incremental Revolving Loan Commitment and treating the Incremental Revolving Loan Commitment as fully drawn) shall be less than 3.25 to 1.00. (b) The obligation of each Incremental Revolving Loan Lender to make any Loan on any Credit Extension, additional information reasonably satisfactory Date after the Closing Date is subject to the requesting party confirming the satisfaction of any satisfaction, or waiver in accordance with Section 11.06 of the foregoing ifCredit Agreement, of the conditions set forth in Section 3.02 of the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedCredit Agreement.

Conditions Precedent. The obligation of each Lender to make any Loan Loan, or each Issuing Bank to issue any Letter of Credit, on any -85- Credit Date, including the Closing Second Amendment Effective Date, are subject to the satisfaction, or waiver in accordance with Section 11.510.5, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoor Issuance Notice, as the case may be; (2ii) after making the principal amount of the Loans to be made in Credit Extensions requested on such Credit Extension Date, the Total Utilization of Revolving Commitments shall not exceed the undrawn Revolving Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timethen in effect; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as such Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit; and (vi) in the case of a Revolving Loan used in connection with the financing of a Permitted Acquisition (other than a Revolving Loan on the Landis Acquisition Closing Date in an aggregate principal ▇▇▇unt not to exceed $10,000,000 used to pay Landis Acquisition Financing Requirements), if (A) ▇▇▇ ▇ggregate amount of Permitted Acquisition Expenses exceeds $10,000,000 or (B) the aggregate amount of Permitted Acquisition Expenses for Permitted Acquisitions for the previous four Fiscal Quarters (together with any Permitted Acquisition agreed to and not yet consummated) exceeds $20,000,000, then the Chief Financial Officer of Holdings shall have delivered a Compliance Certificate representing and warranting and otherwise demonstrating to the satisfaction of Administrative Agent that, as of such Credit Date, the Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered to the Lenders pursuant to Section 5.1(a), determined on a pro forma basis in accordance with Section 6.8(d) after giving effect to the proposed Credit Extension, shall not exceed 5.00:1.00 in respect of Fiscal Quarters ending on or prior to December 25, 2004; and 4.75:1.00 in respect of subsequent Fiscal Quarters (for each Fiscal Quarter, disregarding any increase in Consolidated Adjusted EBITDA that was attributable to the application of the proceeds of the exercise of a -86- Cure Right with respect to any Fiscal Quarter during a four Fiscal Quarter period ended on the last day of such Fiscal Quarter). Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Lender such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are Date is subject to the satisfaction, or waiver in accordance with Section 11.59.4, of the following conditions precedent: (1i) the at least two (2) Business Days prior to such Credit Date, Administrative Agent, Paying Agent and the Lenders each Lender shall have received a fully executed and delivered Funding Notice relating theretotogether with a Borrowing Base Certificate, evidencing sufficient Availability with respect to the requested Loans, and a Borrowing Base Report; (2ii) the principal amount of the both before and after making any Loans to be made in requested on such Credit Extension Date, the Total Utilization of Commitments shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timeBase; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except date (unless any such representation or warranty relates to the extent such representations and warranties specifically relate to an earlier a specific date, in which case such representations and warranties case, it shall have been be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and); (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension Loan that would constitute a Default or an Event of Default or a Default. Any ; (v) as of such Credit Date no event has occurred which has had a Material Adverse Effect; (vi) as of such Credit Date, no Key Person Event shall have occurred; (vii) to the extent that the pledge of any Lease or Retail Loan would cause the aggregate Amortized Order Value of all Leases and Retail Loans the Obligors of which have billing addresses in any one state to exceed 22.5% of the Amortized Order Value of all Pledged Leases and Pledged Retail Loans, a legal opinion with respect to compliance with law in such state, reasonably acceptable to the Administrative Agent; and (viii) such other items as the Administrative Agent or the Requisite Lenders any Lender shall reasonably request. The Administrative Agent shall be entitled, but not obligated to, request and receive, prior to the making of any Credit ExtensionLoan, additional information reasonably satisfactory to the requesting party Administrative Agent or any Lender confirming the satisfaction of any of the foregoing if, in the good faith judgment reasonable discretion of such the Administrative Agent or the Requisite Lenders such Lender such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation of each Lender to make any Loan Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Effective Date, are subject to the satisfaction, or waiver in accordance with Section 11.510.5, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoor Issuance Notice, as the case may be; (2ii) after making the principal amount of the Loans to be made in Credit Extensions requested on such Credit Extension Date, the Total Utilization of Revolving Commitments shall not exceed the undrawn Revolving Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timethen in effect; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit; and (vi) in the case of a Revolving Loan used in connection with the financing of a Permitted Acquisition (other than a Revolving Loan on the Landis Acquisition Closing Date in an aggregate principal ▇▇▇▇▇t not to exceed $10,000,000 used to pay Landis Acquisition Financing Requirements), if (A) th▇ ▇▇▇regate amount of Permitted Acquisition Expenses exceeds $10,000,000 or (B) the aggregate amount of Permitted Acquisition Expenses for Permitted Acquisitions for the previous four Fiscal Quarters (together with any Permitted Acquisition agreed to and not yet consummated) exceeds $20,000,000, then the Chief Financial Officer of Holdings shall have delivered a Compliance Certificate representing and warranting and otherwise demonstrating to the satisfaction of Administrative Agent that, as of such Credit Date, the Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered to the Lenders pursuant to Section 5.1(b), determined on a pro forma basis in accordance with Section 6.8(d) after giving effect to the proposed Credit Extension, shall not exceed 5.00:1.00 in respect of Fiscal Quarters ending on or prior to December 25, 2004; and (iii) 4.75:1.00 in respect of subsequent Fiscal Quarters. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Lender such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.510.5, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoduly executed by an Authorized Officer and, solely with respect to the initial Funding Notice, accompanying flow of funds memorandum, as the case may be; (2ii) after making the Credit Extensions requested on such Credit Date (x) the principal amount Total Utilization of the Loans to be made in such Credit Extension Revolving Commitments shall not exceed the undrawn Revolving Commitments as at the related Credit Date; andthen in effect, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timeAvailability would be $0 or greater; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of that such Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default. Any Agent or ; and (v) as of such Credit Date, the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior Total Leverage Ratio determined on a pro forma basis as of such date after giving effect to the making of any contemplated Credit Extension, additional information reasonably satisfactory to Extension shall not exceed the requesting party confirming the satisfaction of any maximum Total Leverage Ratio permitted as of the foregoing if, in last day of the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedimmediately preceding Fiscal Quarter pursuant to Section 6.8(b).

Conditions Precedent. The obligation of each Lender the Lenders to make any Loan Loan, on any Credit Date, including the Closing Date, are is subject to the satisfaction, or waiver in accordance with Section 11.59.5, of the following conditions precedent: (1i) each Credit Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Required Lenders (provided that the terms and provisions set forth in the Credit Documents as of the Closing Date shall be deemed satisfactory to the Required Lenders) and no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Required Lenders to be material, in each case, without the consent of the Required Lenders; (ii) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretotogether with a Borrowing Base Certificate three (3) Business Days prior to such Credit Date, evidencing sufficient Commitment Availability with respect to the requested Loan together with an updated schedule of Receivables including the Receivables to be pledged in connection with the Loan, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and (B) set forth the information required to be provided under the Backup Servicing Agreement (including, without limitation, and with respect to each Contract, (1) the account number, (2) Obligor name, (3) the outstanding principal balance of the Receivable evidenced by such Contract), (4) the Remaining Funded Amount of such Receivable, and (5) any other information reasonably requested by the Administrative Agent or the Required Lenders with respect to such Credit Date; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other Transaction Credit Documents to which it is a party shall be true and correct in all material respects (or in all respects to the extent already qualified by materiality) on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or all respects, as applicable) on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) as of such Credit Date, after giving effect to such Loan, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) as of such Credit Date, the Collateral Agent shall have received a fully executed Assignment; (vi) the Required Lenders shall have approved all material changes made to the Credit Policies and the Servicing Policy in accordance with the terms set forth herein; (vii) if any Receivables originated by an Additional Bank Partner Originator are to be pledged in connection with the Loan on such Credit Date, the Administrative Agent and the Lenders shall have received a fully executed copy of the related Additional Bank Partner Originator Program Agreements and the Additional Bank Partner Originator Call Letter; (viii) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have delivered, or caused to be delivered, to the Backup Servicer, imaged copies of the Verified Documents and the related Receivables Report, and (to the extent required pursuant to the Backup Servicing Agreement) the Administrative Agent and the Lenders shall have received a Verification Report and the Verified Receivables Report from the Backup Servicer, which Verification Report and Verified Receivables Report is acceptable to the Administrative Agent and the Required Lenders (it being acknowledged and agreed that verifications shall be performed concurrently with funding); (ix) no Closing Date Material Adverse Change shall have occurred; (x) no Tier 2 Collateral Performance Trigger shall have occurred and be continuing; (xi) no Regulatory Trigger Event shall have occurred; (xii) immediately prior to and after making the Credit Extensions requested on such Credit Date, no Borrowing Base Deficiency shall exist; (xiii) none of the Receivables to be sold to the Borrower on such Credit Date and reflected on the Borrowing Base Certificate delivered pursuant to clause (ii) above were originated in any state or jurisdiction with respect to which any Governmental Authority has instituted any inquiry, investigation, action or proceeding against any Credit Party, any Originator, any Bank Partner Originator or any sub-servicer relating to such Person's authority to market, originate, hold, own, service, pledge or enforce any Receivable with respect to the residents of such state; and (xiv) with respect to the initial Loan made hereunder, the Borrower shall have delivered to the Administrative Agent and Castlelake Representation documentation evidencing the acquisition by Borrower of all SPE III Receivables. Any Agent or the Requisite Lenders shall be entitled, but not obligated toobligated, to request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Agent, such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation As a condition precedent to the extension of each Lender the Initial Maturity Date to make any Loan on any Credit the First Extended Maturity Date and, if applicable, the First Extended Maturity Date to the Second Extended Maturity Date, including the Closing Date, are subject in each case pursuant to the satisfaction, or waiver in accordance with this Section 11.5, of the following conditions precedent2.14: (1i) the Borrower shall deliver to Administrative Agent a certificate of (in sufficient copies for each Lender) signed by a Responsible Officer of Parent, for itself and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount on behalf of Borrower, certifying as of the Loans to be made date of the notice described in such Credit Extension shall not exceed Section 2.14(a), as of the undrawn Commitments Initial Maturity Date or the First Extended Maturity Date, as at the related Credit Date; andapplicable, and after giving effect to such Credit Extensionextension, the Loan Amount does not exceed the lesser of that (x1) the Maximum Facility Amount less the aggregate amount resolutions adopted by Parent, for itself and on behalf of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related LoanBorrower, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal with respect to the Exposure Equity Amount related transactions contemplated hereunder (including the extensions provided for herein) and delivered on the Closing Date remain in full force and effect or certifying new resolutions of Parent, for itself or on behalf of Borrower, approving or consenting to such Exposure-Related Loan; the applicable extension, (42) as of such Credit Date, the representations and warranties contained herein in Article VII and in the other Transaction Loan Documents shall be are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of that Credit the Initial Maturity Date to or the same extent First Extended Maturity Date, as though made on and as of that dateapplicable, except to the extent that such representations and warranties specifically relate refer to an earlier date, in which case such representations and warranties shall have been they are true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in each of Sections 7.05(a) and 7.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.01(a) and 8.01(b), respectively, and shall refer to the Consolidated Group rather than to the predecessor of Parent, and (3) no Default exists; (ii) on the date of the extension of the Maturity Date to the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, (each such date, an “Extension Date”), Borrower shall pay to Administrative Agent, for the pro rata account of each Lender in accordance with their respective Applicable Percentages, an extension fee equal to (A) for the extension to the First Extended Maturity Date, fifteen hundredths of one percent (0.15%) of the Aggregate Commitments as of the applicable Extension Date and (B) if applicable, for the extension to the Second Extended Maturity Date, two tenths of one percent (0.20%) of the Aggregate Commitments as of the applicable Extension Date, which fees shall, when paid, be fully earned and non-refundable under any circumstances; and (iii) on the date of the notice described in Section 2.14(a) and the applicable Extension Date and after giving effect thereto, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of such earlier date; provided thatExtension Date, in each case, except to the extent that such materiality qualifier shall not be applicable to any representations and warranties that already specifically refer to an earlier date, in which case they are qualified or modified by true and correct in all material respects (without duplication of any materiality in the text thereof; and (5qualifiers therein) as of such Credit Dateearlier date, no event shall have occurred and be continuing or would result from except that for purposes of this Section 2.14, the consummation representations and warranties contained in each of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders Sections 7.05(a) and 7.05(b) shall be entitled, but not obligated to, request and receive, prior deemed to refer to the making of any Credit Extensionmost recent statements furnished pursuant to Sections 8.01(a) and 8.01(b), additional information reasonably satisfactory respectively, and shall refer to the requesting party confirming Consolidated Group rather than to the satisfaction predecessor of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances Parent and such information is requested from the Borrower in writing (an “Additional Information Request”B) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is received.Default exists; and

Conditions Precedent. The obligation of each Lender the Lenders to make any Loan Loan, on any Credit Date, including the Original Closing Date or the Closing Date, are is subject to the satisfaction, or waiver in accordance with Section 11.59.5, of the following conditions precedent: (1i) each Credit Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Administrative Agent (provided that the terms and provisions set forth in the Credit Documents as of the Closing Date shall be deemed satisfactory to the Administrative Agent) and no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Administrative Agent to be material, in each case, without the consent of the Administrative Agent. (ii) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretotogether with a Borrowing Base Certificate two (2) Business Days prior to such Credit Date, evidencing sufficient Commitment Availability with respect to the requested Loan together with an updated schedule of Receivables including the Receivables to be pledged in connection with the Loan, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and (B) set forth the information required to be provided under the Backup Servicing Agreement (including, without limitation, and with respect to each Contract, (1) the account number; (2) Obligor name, (3) the outstanding principal balance of the Receivable evidenced by such Contract), (4) the Remaining Funded Amount of such Receivable, and (5) any other information reasonably requested by the Administrative Agent with respect to such Credit Date; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other Transaction Credit Documents to which it is a party shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) as of such Credit Date, after giving effect to such Loan, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; (v) as of such Credit Date, the Collateral Agent shall have received a fully executed Assignment; (vi) the Administrative Agent shall have approved all material changes made to the Credit Policies and the Servicing Policy in accordance with the terms set forth herein; (vii) if any Receivables originated by a Bank Partner Originator are to be pledged in connection with the Loan on such Credit Date, the Administrative Agent shall have received a fully executed copy of the related Bank Partner Originator Program Agreements and the Bank Partner Originator Call Letter; (viii) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have delivered, or caused to be delivered, to the Backup Servicer, imaged copies of the Verified Documents and the related Receivables Report, and (to the extent required pursuant to the Backup Servicing Agreement) the Administrative Agent shall have received a Verification Report and the Verified Receivables Report from the Backup Servicer, which Verification Report and Verified Receivables Report is acceptable to the Administrative Agent in its sole discretion; (ix) no Closing Date Material Adverse Change shall have occurred; (x) no Tier 2 Collateral Performance Trigger shall have occurred; (xi) no Regulatory Trigger Event shall have occurred; (xii) immediately prior to and after making the Credit Extensions requested on such Credit Date, no Borrowing Base Deficiency shall exist; and (xiii) none of the Receivables to be sold to the Borrower on such Credit Date and reflected on the Borrowing Base Certificate delivered pursuant to clause (ii) above were originated in any state or jurisdiction with respect to which any Governmental Authority has instituted any inquiry, investigation, action or proceeding against any Credit Party, any Originator, any Bank Partner Originator or any sub-servicer relating to such Person’s authority to originate, hold, own, service, pledge or enforce any Receivable with respect to the residents of such state. Any Agent or the Requisite Lenders shall be entitled, but not obligated toobligated, to request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Agent, such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The This Amendment shall become effective and be deemed effective as of the date first above written upon: (i) the execution by the parties hereto and (ii) the receipt by the Trustee of the written consent of the Majority Certificateholders and the Certificate Insurer and the agreement of the Certificate Insurer to an extension of the Servicing Period through May 31, 2004 by its acknowledgment hereto. Notwithstanding the foregoing, if this Amendment has been signed by the Servicer and acknowledged and consented to in writing by the Certificate Insurer but the conditions in clauses (i) and (ii) above have not otherwise been satisfied, then each of the Servicer and, by its acknowledgment hereto, the Certificate Insurer, nonetheless agrees that this Amendment shall constitute a binding agreement as between the two of them such that (x) the Servicer's obligations set forth in the new Section 7.02(g) of the Servicing Agreement set forth herein shall be enforceable by the Certificate Insurer against the Servicer as an independent contractual obligation of each Lender to make any Loan the Servicer given in consideration of the Certificate Insurer's extension of the Servicing Period through May 31, 2004; (y) the Certificate Insurer's extension of the Servicing Period through May 31, 2004 shall be enforceable against the Certificate Insurer and (z) notwithstanding anything in the existing Servicing Agreement, the current Servicing Period which otherwise would have expired on any Credit DateApril 30, including the Closing Date2004 shall be extended through (and shall therefore expire on) May 31, are subject to the satisfaction2004, or waiver unless sooner terminated in accordance with Section 11.5, 7.01 of the following conditions precedent: (1) Servicing Agreement or subsequently extended by the Administrative Agent and giving of a Servicer Extension Notice in accordance with the Lenders shall have received a fully executed and delivered Funding Notice relating thereto; (2) the principal amount terms of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments Servicing Agreement as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified amended by materiality in the text thereof; and (5) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedthis Amendment.

Conditions Precedent. The obligation of each Lender to make any Loan Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.510.5, of the following conditions precedent:precedent (in addition to those conditions precedent set forth in Section 3.1. hereof): (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoor Issuance Notice, as the case may be; (2ii) the principal amount after making any Revolving Loans and/or issuing Letters of the Loans to be made in Credit requested on such Credit Extension Date, the Total Utilization of Revolving Loan Commitments shall not exceed the undrawn Revolving Loan Commitments as at the related then in effect; (iii) after making any Delayed Draw Term Loans or Nortel Networks Loans requested on such Credit Date; and, after giving effect to such Credit Extension, the Total Utilization of Delayed Draw Term Loan Amount does Commitments or Total Utilization of Nortel Networks Loan Commitments, as applicable, shall not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timeDelayed Draw Term Loan Commitments or Nortel Networks Loan Commitments, then in effect; (3iv) if such Loan is no injunction or other restraining order shall have been issued and no hearing to cause an Exposure-Related Loaninjunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the Borrower shall have (x) provided to Administrative Agent transactions contemplated hereby or by any other Credit Document or the related funding notice received under the Underlying Instrument making of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related any Loan; (4v) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5vi) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default. Any ; 87 95 (vii) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the Requisite Lenders issuance of such Letter of Credit; and (viii) with respect to (i) a proposed borrowing of Revolving Loans in an amount such that, after giving effect thereto, the aggregate principal amount of Loans would exceed $50,000,000, or (ii) any borrowing of Delayed Draw Term Loans or Nortel Networks Loans, the Borrower and the Parent shall have demonstrated in a Compliance Certificate accompanying the Funding Notice for such proposed borrowing (setting forth in reasonable detail the relevant information), that, after giving effect to such proposed borrowing, each of Borrower and Parent and its Subsidiaries shall be entitled, but not obligated to, request and receive, in compliance on a pro forma basis as of the last day of the Fiscal Quarter most recently ended (or in the case of borrowings prior to the making of any Credit ExtensionDecember 31, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any 2000, as of the foregoing iflast day of the then current Fiscal Quarter) with each of the financial covenants set forth in Sections 6.6 or 6.7, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances as applicable, and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedSection 6.8, respectively.

Conditions Precedent. The obligation This Amendment shall be effective when the Agent shall have received an executed original of this Amendment, and each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedentshall have been fulfilled to the satisfaction of the Agent in its reasonable credit discretion: (1a) the Administrative Agent and the Lenders shall have received a fully executed assignment and delivered Funding Notice relating theretotransfer agreement, in the form attached as Exhibit “A” hereto, from IA Clarington Floating Rate Income Fund, IA Clarington U.S. Dollar Floating Rate Income Fund and IA Clarington Core Plus Bond Fund (the “Assignment and Transfer Agreement”), which shall be consented to and acknowledged by each of the Credit Parties; (2b) the principal amount each of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties made by the Credit Parties contained herein and in the other Transaction Documents Credit Agreement shall continue to be true true, accurate and correct in all material respects on and as of that Credit Date to the same extent date hereof as though made on and as of that such date, except to the extent that such representations and warranties specifically relate solely to an earlier date, in which case such representations and warranties ; (c) there shall not have been any breach of any of the covenants under the Credit Agreement; (d) no Default or Event of Default shall have been true occurred; (e) each of IA Clarington Floating Rate Income Fund, IA Clarington U.S. Dollar Floating Rate Income Fund and correct IA Clarington Core Plus Bond Fund shall have advanced the amount of the increase to the Bridge Facility to the Co-Borrowers, or as the Co-Borrowers may further direct them in all material respects on writing, pursuant to the Assignment and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofTransfer Agreement; and (5f) such other matters as of such Credit Datethe Agent may require, no event shall have occurred and be continuing or would result from the consummation of the including without limitation, updated additional applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior disclosure Schedules to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedAgreement.

Conditions Precedent. The obligation extension of the Revolving Termination Date pursuant to Section 1 shall become effective as of the date when, and only when, each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedentprecedent shall have been satisfied (the “Extension Date”): (a) The Administrative Agent (or its counsel) shall have received from the Borrower, the Guarantor and the Extending Lenders holding more than fifty percent (50%) of the Total Revolving Commitments outstanding on the Noticed Anniversary Date either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic image scan transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Borrower shall have paid: (1A) to the Administrative Agent, for the account of each Extending Lender, an extension fee in the amount of 0.06% of such Extending Lender’s Revolving Commitment as of the Extension Date, which extension fee once paid will be fully earned and nonrefundable; and (B) all other fees and reasonable expenses of the Administrative Agent and the Lenders required under the Credit Agreement and any other Loan Document to be paid on or prior to the Extension Date (including reasonable fees and expenses of counsel) in connection with this Agreement. (c) The Administrative Agent shall have received a fully executed certificate, dated the Extension Date and delivered Funding Notice relating thereto; (2) the principal amount signed by an authorized officer of the Loans to Borrower, confirming (i) no Default or Event of Default shall have occurred and be made in such Credit continuing on the Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, Date and after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time thereto and (yii) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4) as of such Credit Date, the representations and warranties contained herein and set forth in the other Transaction Documents SECTION 3 hereof, if not qualified as to materiality, shall be true and correct in all material respects and all other representations and warranties set forth in SECTION 3 hereof shall be true and correct, in each case on and as of that Credit the Extension Date (or other such date expressly provided in SECTION 3 hereof) with the same force and effect as if made on or as of the Extension Date (or other such date expressly provided in SECTION 3 hereof). (d) Subject to Borrower’s and KGE’s rights under Section 22 of the KGE Collateral Agreement, (x) the Collateral Agent shall have received the physical delivery of a new mortgage bond in certificated form, registered in the name of the Collateral Agent and issued under the KGE Indenture in a principal amount equal to the same extent as though made on Total Revolving Commitments and as of that date, except a term equivalent to the extent such representations Revolving Termination Date as extended hereby and warranties specifically relate to an earlier date, in which case such representations and warranties (y) the Security Documents shall have been true and correct amended as necessary in all material respects on and accordance with Section 3(e) of the KGE Collateral Agreement to treat such new mortgage bond as a Pledged Bond subject to the first priority lien of such earlier date; provided thatthe Collateral Agent, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality for the ratable benefit of the Secured Parties (as defined in the text thereof; and (5) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedKGE Collateral Agreement).

Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, Each of the following shall be the only conditions precedentprecedent to the establishment of any Incremental Revolving Credit Commitment: (1i) The Borrower shall deliver to the Administrative Agent a certificate of the Borrower, dated as of the Increase Effective Date (in sufficient copies for each Lender), signed by a Responsible Officer of the Borrower and certifying the Lenders shall have received a fully executed and delivered Funding Notice relating thereto;attachment of the resolutions adopted by each Loan Party, if any, approving or consenting to such Incremental Revolving Credit Commitment or, as applicable, the guaranty of the Obligations of the Borrower in respect thereof. (2ii) the principal amount Each of the Loans conditions precedent set forth in Sections 5.2(a) – (c) shall be satisfied (subject to Section 1.5 with respect to a Limited Condition Acquisition). (iii) The Borrower shall demonstrate to the reasonable satisfaction of the Administrative Agent (including by delivery of the Compliance Certificate contemplated by clause (iv) immediately below) that the maximum Total Net Leverage Ratio, calculated as of the last day of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 6.1, but giving effect, on a pro forma basis, to the requested Incremental Revolving Credit Commitment (assuming the full amount available under any requested Incremental Revolving Credit Commitment is drawn and excluding the cash proceeds of any such Incremental Revolving Credit Commitments from any calculation of Unrestricted Cash for purpose of calculating the maximum Total Net Leverage Ratio), shall be made in no greater than the maximum Total Net Leverage Ratio required by Section 7.1(b) to have been observed as of such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, day after giving effect to such Credit Extension, any temporary increase in the Loan Amount does not exceed the lesser Total Net Leverage Ratio as a result of an Acquisition Holiday (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior subject to such time and (y) the Borrowing Base at such time;Section 1.5 with respect to a Limited Condition Acquisition). (3iv) if such Loan is an Exposure-Related Loan, the The Borrower shall have (x) provided delivered to the Administrative Agent a Compliance Certificate certifying as to compliance with the related funding notice received under the Underlying Instrument requirements of such Future Funding Collateral Obligation clauses (ii) and (yiii) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; above, together with all reasonably detailed calculations evidencing compliance with clause (4iii) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (5) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedabove.

Conditions Precedent. The obligation of each Lender to make any Loan Loan, or Synthetic LC Issuing Bank to issue any Synthetic LC Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.510.5, of the following conditions precedent: (1i) the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating theretoor Issuance Notice, as the case may be; (2ii) after making the principal amount Credit Extensions on such Credit Date, the usage of the Loans to be made in such Credit Extension Commitments shall not exceed the undrawn available Commitments as at such date; (iii) after making the related Credit Extensions requested on such Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does total Synthetic LC Usage shall not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such timetotal Synthetic LC Deposits; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iv) as of such Credit Date, the representations and warranties contained herein and in the other Transaction Credit Documents (other than, for Credit Extensions involving the continuation of Eurodollar Rate Loans into a new Interest Periods, those set forth in Section 4.9 and Section 4.11) shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5v) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default or a Default; and (vi) on or before the date of issuance of any Synthetic Letter of Credit, Administrative Agent and Synthetic LC Issuing Bank shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Synthetic LC Issuing Bank may reasonably require in connection with the issuance of such Synthetic Letter of Credit. Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.

Conditions Precedent. The obligation of each Lender the Collateral Agent to make any Loan on any Credit Date, including release funds in the Closing Date, are Disbursement Account to the Borrower in accordance with Section 2.10(c) is subject to the satisfaction, or waiver in accordance with Section 11.59.5, of the following conditions precedent: (1i) each Credit Document shall be in full force and effect, shall include terms and provisions reasonably satisfactory to the Administrative Agent (provided that the terms and provisions set forth in the Credit Documents as of the Closing Date shall be deemed satisfactory to the Administrative Agent) and no provision thereof shall have been amended, restated, supplemented, modified or waived in any respect determined by the Administrative Agent to be material, in each case, without the consent of the Administrative Agent. (ii) the Administrative Agent and the Lenders shall have received a fully executed Funds Release Request together with a Borrowing Base Certificate no later than 12:00 p.m. one (1) Business Day prior to the date on which Borrower proposes to use the requested funds to purchase additional Eligible Receivables (the “Release Date”), evidencing sufficient Facility Availability with respect to the requested funds together with an updated schedule of Receivables including the Receivables to be purchased on the Release Date, such schedule to (A) be in an electronic file format reasonably satisfactory to the Administrative Agent and delivered Funding Notice relating thereto(B) set forth the information required to be provided under the Backup Servicing Agreement (including, without limitation, and with respect to each Contract, (1) the account number; (2) Obligor name, (3) the outstanding principal balance of the Receivable evidenced by such Contract), (4) the Remaining Funded Amount of such Receivable and (5) any other information reasonably requested by the Administrative Agent with respect to such Release Date; (2) the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the Loan Amount does not exceed the lesser of (x) the Maximum Facility Amount less the aggregate amount of Voluntary Commitment Reductions effected prior to such time and (y) the Borrowing Base at such time; (3) if such Loan is an Exposure-Related Loan, the Borrower shall have (x) provided to Administrative Agent the related funding notice received under the Underlying Instrument of such Future Funding Collateral Obligation and (y) deposited into the Future Funding Reserve Account funds in an amount equal to the Exposure Equity Amount related to such Exposure-Related Loan; (4iii) as of such Credit Release Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other Transaction Credit Documents to which it is a party shall be true and correct in all material respects on and as of that Credit Release Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (5iv) as of such Credit Release Date, after giving effect to the requested release of funds from the Disbursement Account, no event shall have occurred and be continuing or would result from such release of funds from the consummation of Disbursement Account to the applicable Credit Extension Borrower that would constitute a Default or an Event of Default or a Default; (v) as of such Release Date, the Collateral Agent shall have received a fully executed Assignment; (vi) the Administrative Agent shall have approved all material changes made to the Credit Policies and the Servicing Policy in accordance with the terms set forth herein; (vii) if any Receivables originated by an Bank Partner Originator are to be pledged in connection with the release made on such Release Date, the Administrative Agent shall have received a fully executed copy of the related Bank Partner Originator Program Agreements and the Bank Partner Originator Call Letter; (viii) in accordance with the terms of the Backup Servicing Agreement, the Borrower shall have delivered, or caused to be delivered, to the Backup Servicer, imaged copies of the Verified Documents and the related Receivables Report, and (to the extent required pursuant to the Backup Servicing Agreement) the Administrative Agent shall have received a Verification Report and the Verified Receivables Report from the Backup Servicer, which Verification Report and Verified Receivables Report is acceptable to the Administrative Agent in its sole discretion; (ix) no Closing Date Material Adverse Change shall have occurred; (x) no Tier 2 Collateral Performance Trigger shall have occurred; (xi) no Regulatory Trigger Event shall have occurred; (xii) immediately after the release of the requested funds to Borrower and the purchase by the Borrower of additional Eligible Receivables on such Release Date, no Borrowing Base Deficiency shall exist; and (xiii) none of the Receivables to be sold to the Borrower on such Release Date and reflected on the Borrowing Base Certificate delivered pursuant to clause (ii) above were originated in any state or jurisdiction with respect to which any Governmental Authority has instituted any inquiry, investigation, action or proceeding against any Credit Party, any Originator, any Bank Partner Originator or any sub-servicer relating to such Person’s authority to originate, hold, own, service, pledge or enforce any Receivable with respect to the residents of such state. Any Agent or the Requisite Lenders shall be entitled, but not obligated toobligated, to request and receive, prior to the making release of any Credit Extensionfunds from the Disbursement Account to the Borrower, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lenders Agent, such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 7:00 p.m. (New York City time) on the date the applicable Funding Notice is receivedcircumstances.