Common use of Conditions Precedent Clause in Contracts

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other 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, 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation Each purchase of each Lender to make any Revolving Loan on any Credit Date Proposed Receivables described in a Purchase Request accepted by Purchaser is subject to the satisfaction, or waiver in accordance with Section 9.5, satisfaction of the following conditions precedentprior to the proposed Purchase Date, all to the satisfaction of Purchaser: (i) Administrative Agent, Paying Agent and Custodian Purchaser shall have received (A) a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability Purchase Request with respect to the requested Revolving LoansProposed Receivables at least three (3) Business Days prior to any such purchase, and a Borrowing Base Report(B) such additional supporting documentation that Purchaser may have reasonably requested; (ii) both before The representations and after making any Revolving Loans requested warranties contained in this Agreement and the Purchase Request shall be true and correct on such Credit Purchase Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents Each Seller shall be true in compliance with each term, covenant and correct other provision of this Agreement applicable to such Seller (including in all material respects on and its capacity as of that Credit Date to the same extent as though made on and as of that date, 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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)(iiServicer); (iv) as No Event of Repurchase shall then exist, unless the applicable Seller has repurchased and paid (or is paying on such Credit proposed Purchase Date and the Purchaser is satisfied that the applicable Seller will be paying on such proposed Purchase Date), no event shall have occurred and be continuing or would result from the consummation full amount of the applicable Credit Extension that would constitute an Event Repurchase Price (or the amount subject to Dispute or Dilution, to the extent provided pursuant to Section 6 hereof) for the affected Purchased Receivables pursuant to the terms of Default Section 6 hereof or a Defaultsuch repurchase or other payment is being made on such Purchase Date by payment in cash or by setoff by Purchaser against the Purchase Price for the Proposed Receivables; (v) Following the Administrative Agent sale 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 purchase 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 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, Proposed Receivables set forth in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under related Purchase Request, the circumstances. Notwithstanding anything contained herein to Outstanding Aggregate Purchase Amount for all Purchased Receivables shall not exceed the contrary, neither the Paying Agent nor the Collateral Agent shall be responsible or liable for determining whether any conditions precedent to making a Loan have been satisfied.Facility Amount;

Conditions Precedent. The obligation of each Lender Lender's agreement to make any Revolving extend the Loan on any Credit Date to the Borrower is subject to the fulfillment, to the Lender's satisfaction, or waiver in accordance with Section 9.5, of all of the following conditions precedentconditions: A. Lender shall have received, on or before the date hereof (i) Administrative Agenta copy of the resolutions of the Board of Directors of the Borrower, Paying Agent certified on such date by an officer of the Borrower, authorizing the execution and Custodian delivery of this Agreement, the borrowings hereunder and the 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 together with a Borrowing Base Certificateall documentation for the Loan reasonably requested by the Lender, evidencing sufficient Revolving Availability with respect which shall be in form and content reasonably acceptable to the requested Revolving Loans, Lender and a Borrowing Base Report;its counsel. (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments C. The Borrower shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of that Credit Date have provided to the same extent as though made on and as of that date, other than those representations and warranties which are qualified by materialityLender, 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, form satisfactory to the extent such representations Lender, all financial and warranties specifically relate to an earlier date, in which case such representations other information concerning its business and warranties shall have been true and correct in all material respects, or true and correct in all respectsaffairs, as reasonably requested by the case may be on and as Lender. D. To the best knowledge of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as of such Credit DateBorrower, no event has occurred or failed to occur that would have a Material Adverse Effect on the financial condition of the Borrower, as set forth in its September 30, 2001 quarterly financial statements. E. The Borrower shall have occurred and be continuing or would result from certified that the consummation execution of the applicable Credit Extension that Loan Documents and the Warrant shall not cause any default which would constitute an Event of Default have a Material Adverse Effect on Borrower under any other contract or a Default;agreement to which the Borrower is subject. (v) F. Subject to the Administrative Agent and Paying Agent limitations set forth in Section 11, the Borrower shall have received the Borrowing Base Report for the Business Day prior paid or agreed to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) as make payment of such Credit Date, no Key Person Event shall have occurred; and (vii) all reasonable expenses actually incurred in accordance connection with the terms closing of the Custodial AgreementLoan, Company has deliveredincluding, or caused to be delivered to the Custodianwithout limitation, all original or authoritative copies of all agreements related to each Receivableinsurance premiums, including all applicable Receivable Agreements (including any counterparts) that are, on such Credit Date, being transferred audit charges 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedattorneys' fees.

Conditions Precedent. (a) The obligation effectiveness of this Agreement and the obligations of each Initial Incremental Term Loan Lender to make any Revolving a Credit Extension of the Incremental Term Loan on any Credit the Acquisition Closing Date is shall be subject to the satisfaction, or waiver in accordance with Section 9.511.05 of the Credit Agreement, of the following conditions precedenton or before the Acquisition Closing Date: (i) Administrative Agent, Paying Agent and Custodian The Acquisition shall have received a fully executed and delivered Funding Notice together been or shall substantially concurrently be, consummated in accordance with a Borrowing Base Certificatethe terms of the Acquisition Agreement " = "1" "" "" without giving effect to any amendment, evidencing sufficient Revolving Availability with respect change or supplement or waiver of any provision thereof in any manner that is materially adverse to the requested Revolving Loansinterests 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 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 Borrowing Base Report;concurrent reduction in the aggregate principal amount of the commitments in respect of the Incremental Term Loan Commitment). (ii) both before and after making any Revolving Loans requested on such Credit Date, As of the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Acquisition Closing Date, the representations and warranties contained herein in the Credit Agreement and in the other 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, 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, 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 true and correct in all respects, as the case may be 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; provided, further, that the only representations and warranties in any Original Borrowing Base Certificate the accuracy of which shall be excluded 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. (iii) 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 certification in this Section 3.3(a)(iiichief financial officer of the Borrower. (v) The Administrative Agent shall have received (A) customary opinions of counsel to the extent 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 Replacement Borrowing Base Certificate has been delivered in substitute thereof Funding Notice in accordance with Section 2.1(c)(ii6(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 an date of the Acquisition Agreement, no Default or Event of Default or a Default;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. " = "1" "" "" (vxi) As of the Administrative Agent date of the Acquisition Agreement, the Borrower and Paying Agent 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 received been delivered pursuant to Section 5.01(a) or (b) of the Borrowing Base Report for Credit Agreement after giving pro forma effect (in accordance with Section 1.02 of the Business Day Credit Agreement) to the Acquisition and 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 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 date 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, Acquisition Agreement for which Collateral Receipt and Exception Report is acceptable to the Collateral Agent in its Permitted Discretion. Any Agent or 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 consolidated financial statements of the foregoing if, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedBorrower are available.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date is Date, including the Initial Credit Date, are subject to the satisfaction, or waiver in accordance with Section 9.511.5, of the following conditions precedent: (i1) the Administrative Agent, Paying Agent and Custodian the Lenders shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Reportrelating thereto; (ii2) both before and after making any Revolving the principal amount of the Loans requested on to be made in such Credit Date, the Total Utilization of Revolving Commitments 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 at such time and (y) the Borrowing BaseBase Amount at such time; (iii3) as of such Credit Date, the representations and warranties contained herein and in the other Credit 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date; provided that, providedin each case, that the such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in any Original Borrowing Base Certificate shall be excluded from the certification 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)text thereof; (iv4) 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; (v5) the Administrative Agent and Paying Agent shall have received the Borrowing Base Report Escrowed Assignment Agreement Documents for the Business Day prior relevant Collateral Obligations have been received (in the manner and 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 occurredextent provided in Section 6.7); and (vii6) in accordance with after the terms making of such Loan and the Custodial Agreementdeposit of any portion thereof into the Unfunded Reserve Account, Company has delivered, or caused to be delivered the amount on deposit therein is at least equal 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 DiscretionUnfunded 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 Permitted Discretion good faith judgment of such Agent or the Requisite Lenders Lender such request is warranted under the circumstances. Notwithstanding anything contained herein to circumstances and such information is requested from the contrary, neither Borrower in writing (an “Additional Information Request”) no later than 5:00 p.m. (New York City time) on the Paying Agent nor date the Collateral Agent shall be responsible or liable for determining whether any conditions precedent to making a Loan have been satisfiedapplicable Funding Notice is received.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date Date, including if applicable the Closing Date, is subject to the satisfactionsatisfaction (in the reasonable discretion of each Lender), or waiver in accordance with Section 9.5, of the following conditions precedent: (i) Administrative Agent, the Paying Agent Agent, the Custodian and Custodian the Class B Lenders shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Class A Revolving Loans shall not exceed the Class A Borrowing Base and the Total Utilization of Class B Revolving Commitments shall not exceed the Class B Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other 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, 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 a Defaultan Early Amortization Event; (v) the Administrative Agent Agent, the Class B Lenders and the 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 the Receivable File related to each Receivable, including all applicable Receivable Agreements (including any counterparts) if any, that areis, on such Credit Date, being transferred and delivered to Company pursuant to the Asset Purchase Agreement, and the Collateral Administrative Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Collateral Administrative Agent in its Permitted Discretion. Any Agent ; (vii) as of such Credit Date, the Reserve Account shall have been (or Requisite Lenders shall will be, out of the proceeds of the Revolving Loans to be entitledmade on such date), but funded so that it contains funds in an amount not obligated to, request and receive, less than the Reserve Account Funding Requirement as of such date; (viii) on or prior to the making date of any Credit Extensionthe first Funding Notice, additional information 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 Person and reasonably satisfactory acceptable to the requesting party confirming the satisfaction of any of the foregoing if, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstancesLenders. 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. Section 8.1 Conditions to Each Party's Obligation to Effect the Merger. The obligation respective obligations of each Lender party to make any Revolving Loan on any Credit Date is effect the Merger shall be subject to the satisfaction, fulfillment at or waiver in accordance with Section 9.5, prior to the Effective Date of the following conditions precedentconditions: (a) This Merger Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the holders of (i) Administrative Agentthe Company Common Stock, Paying Agent the Company Series B Preferred Stock and Custodian shall have received the Company Series C Preferred Stock voting together as a fully executed class and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base;Company Series C Preferred Stock voting separately as a class. (iiib) as of such Credit Date, the representations and warranties contained herein and The Parent Common Stock issuable in the other 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, 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 Merger shall have been true and correct in all material respects, or true and correct in all respects, as authorized for listing on the case may be on and as NYSE upon official notice of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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);issuance. (ivc) as of such Credit Date, no event shall have occurred and be continuing or would result from The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and any authorization, consent or approval required under any Antitrust Law shall have been obtained or any waiting period applicable Credit Extension that would constitute an Event to the review of Default the transactions contemplated hereby shall have expired or a Default;been terminated. (vd) the Administrative Agent and Paying Agent The Registration Statement 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) become effective in accordance with the terms provisions of the Custodial AgreementSecurities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and remain in effect. (e) No preliminary or permanent injunction or other order by any court or other judicial or administrative body of competent jurisdiction which prohibits or prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its best efforts to have any such injunction lifted). (f) Parent and the Company shall have received letters from Price Waterhouse LLP and Deloitte & Touche LLP, Company has deliveredrespectively, or caused to be delivered to the Custodian, all original or authoritative copies effect that the Merger qualifies for "pooling 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 interests" accounting treatment if consummated in accordance with this Merger 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date is subject to the satisfaction, or waiver in accordance with Section 9.5, of any condition set forth in the Undertakings Agreement and the following conditions precedent: (i) Administrative Agent, Paying Agent, Custodian, each Class A Managing Agent and Custodian the Class B Agent shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Class A Revolving Commitments shall not exceed the Class A Borrowing Base and the Total Utilization of Class B Revolving Commitments shall not exceed the Class B Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other 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, 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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)(ii2.1(d)(ii); (iv) 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 or a Default; (v) the Administrative Agent, Paying Agent, each Class A Managing Agent and Paying 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) 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 the Receivable File related to each Receivable, including all applicable Receivable Agreements (including any counterparts) that areis, 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. Notwithstanding anything contained herein to the contrary, neither the Paying Agent nor the Collateral 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 Noteholder to make any Revolving Loan on any Credit Date pay the purchase price for his Note is subject to the satisfaction, satisfaction or written waiver in accordance with Section 9.5, of the following conditions precedent, before or concurrently with such payment: (i) Administrative Agent, Paying Agent this Trust Deed and Custodian all other Related Documents and the Notes shall have received a fully been duly executed and delivered Funding Notice together with a Borrowing Base Certificateare made ready for stamping, evidencing sufficient Revolving Availability with respect such stamping to be impressed within seven (7) days after the requested Revolving LoansTrust Deed, all Related Documents and a Borrowing Base Reportthe Notes have been duly executed; (ii) both before the Bank shall have duly filed a Notice of Exempt Distribution (Form XD F-1) with the FSC and after making any Revolving Loans requested on such Credit Date, otherwise taken all requisite steps to secure the Total Utilization registration of Revolving Commitments shall not exceed the Borrowing Basetransaction contemplated herein as an exempt distribution under the Guidelines for Exempt Distributions (Guidelines SR-GUID-08/05-0016); (iii) all licenses, permits, approvals (including environmental approvals) from the relevant government or other agencies, for the operation of the Bank’s business; (iv) a certified copy of a Board Resolution approving the private placement of Notes with an aggregate principal amount of up to Three Billion Two Hundred Million Jamaican Dollars (J$3,200,000,000.00); (v) a specimen signature authenticated by the Secretary of the Bank of each person authorised by the resolution referred to in sub-paragraph (iv) to sign and deliver this Trust Deed and each Related Document; (vi) a certificate signed by the Managing Director of the Bank certifying that no Event of Default has occurred and is subsisting or would otherwise result from disbursement of the proceeds of the Notes to the Bank and that as of such Credit Datefar as the Bank is aware, after due enquiry, the representations and warranties contained herein are true and complete as at the date of such certificate; (vii) the Bank shall have paid or caused to be paid all accrued costs, fees and expenses of the Trustee including legal fees and expenses of the attorneys for the Arranger and the Trustee; (viii) no event or circumstance has occurred and is continuing that, in the reasonable opinion of the Trustee (in consultation with the Arranger), would have a Material Adverse Effect; (ix) the Trustee (in consulation with the Arranger) being satisfied that there has been no material adverse change in or affecting: (a) the financial, economic, political or other Credit Documents shall be true condition of Jamaica; or (b) the local market for loans 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, other than those representations and warranties which are qualified by materialitydebt securities; without regard, 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 either case, to the extent effect of any such representations and warranties specifically relate to an earlier date, in which case such representations and warranties material adverse change on the Bank; (x) no announcement shall have been true and correct in all material respects, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in made by any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii) competent rating agency confirming any ratings downgrade with respect to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii); (iv) as outstanding senior indebtedness 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 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedCIBC.

Conditions Precedent. Section 7.01. Conditions to Purchaser's Obligations on the Initial Purchase Date. The obligation of each Lender Purchaser to make any Revolving Loan purchase the Receivables in the Existing Accounts on any Credit the Initial Purchase Date is shall be subject to the satisfaction, or waiver in accordance with Section 9.5, satisfaction of the following conditions precedentconditions: (ia) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the All representations and warranties of Chase USA contained herein and in the other Credit Documents this Agreement shall be true and correct in all material respects on and as of that Credit the Initial Purchase Date to with the same extent effect as though made on and as of that date, other than those such representations and warranties which are qualified by materiality, in which case, had been made on such representation and warranty date; (b) All information relating to the Existing Accounts provided to Purchaser shall be true and correct as of the Initial Purchase Cut-Off Date in all respects on material respects; (c) Chase USA shall have (i) delivered to Purchaser a true and as of that Credit Date, except, in each case, correct Account Schedule with respect to the extent Existing Accounts and (ii) performed all other obligations required to be performed by Chase USA on or before the Initial Purchase Date under this Agreement; (d) Chase USA shall have recorded and filed, at its expense, any financing statement with respect to the Receivables and the related Purchased Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect the Conveyance of the Receivables and the related Purchased Assets from Chase USA to Purchaser, and shall deliver a file-stamped copy of such financing statements or other evidence of such filings to Purchaser; (e) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to Purchaser, and Purchaser shall have received from Chase USA copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as Purchaser may reasonably have requested; and (f) Purchaser, as Transferor, Chase USA, as Servicer, and the Trustee have executed and delivered the Pooling and Servicing Agreement. Section 7.02. Conditions to Chase USA's Obligations on the Initial Purchase Date. The obligation of Chase USA to Convey the Receivables in the Existing Accounts on the Initial Purchase Date shall be subject to the satisfaction of the following conditions: (a) All representations and warranties of Purchaser contained in this Agreement shall be true and correct on the Initial Purchase Date with the same effect as though such representations and warranties specifically relate to an earlier had been made on such date, in which case such representations and warranties shall have been true and correct in all material respects, ; (b) Payment or true and correct in all respects, as provision for payment of the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii) to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof Purchase Price in accordance with Section 2.1(c)(ii); (iv) as of such Credit Date, no event 3.01 hereof shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute 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 occurredbeen made; and (viic) All corporate and legal proceedings and all instruments in accordance connection with the terms of the Custodial Agreementtransactions contemplated by this Agreement shall be satisfactory in form and substance to Chase USA, Company has delivered, or caused to be delivered to the Custodian, all original or authoritative and Chase USA shall have received from Purchaser copies of all agreements related to each Receivabledocuments (including, including all applicable Receivable Agreements (including any counterpartswithout limitation, records of corporate proceedings) that are, on such Credit Date, being transferred and delivered to Company pursuant relevant to the Asset Purchase Agreementtransactions contemplated herein, 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 Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information as Chase USA may reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedrequested.

Conditions Precedent. (a) The obligation of each Lender to make any Revolving Loan on any Credit Date is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent: precedent must be met before each Loan is made hereunder: (i) Administrative AgentNo event, Paying Agent and Custodian condition or change that has had, or could reasonably be expected to have, a Material Adverse Effect shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificateexist, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the The representations and warranties contained herein in this Loan Agreement and in the other Credit 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, other than those representations and warranties which are qualified by materialityspeak to another date, in which case, such representation and warranty shall be true and correct as of such date; provided, further, that, any representation and warranty that is qualified by materiality in the text thereof shall be true and correct (after giving effect to any qualification therein) in all respects on and as such respective dates), (iii) 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, or true and correct in all respects, as the case may be on and as date of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as 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 following conditions precedent must be met before the initial Loan is made hereunder: (i) Payment of all fees required under this Loan Agreement or the Other 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 limited to, specific assignments of Collateral consisting of instruments or evidenced by titles, (iv) Lender shall have received copies of the applicable Credit Extension that would constitute an Event certificates and evidences of Default or a Default; insurance contemplated under Section 5.6 and the Financials described in Section 7.3, (v) Receipt by Lender of such proof of free and clear ownership of the Administrative Agent and Paying Agent shall have received the Borrowing Base Report for the Business Day prior to the Credit Date which shall Collateral, as may be delivered on a pro forma basis for the first Credit Date hereunder; reasonably requested by Lender, (vi) as of such Credit DateReserved, no Key Person Event shall have occurred; and (vii) in accordance with the terms Delivery by Borrower 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 a reasonably satisfactory landlord waiver duly executed and delivered by Borrower’s Cambridge, Massachusetts landlord, (viii) Receipt by Lender of a Warrant to Company pursuant 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 Asset Purchase Agreement“Warrant”), and (ix) Delivery by Borrower of a legal opinion of counsel to Borrower relating to this Loan Agreement and the Collateral Agent has received a Collateral Receipt Other Agreements in form 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 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. Notwithstanding anything contained herein to the contrary, neither the Paying Agent nor the Collateral Agent either case Borrower shall be responsible seeking to raise a net amount not less than $20 million through such equity offering(s) and which transaction(s) would be expected to close and fund on or liable for determining whether any conditions precedent to making a Loan have been satisfiedbefore April 30, 2014.

Conditions Precedent. (i) The obligation of each Lender Optionor to make any Revolving Loan on any Credit Date is effect the Purchase Closing shall be subject to the satisfaction, fulfillment or written waiver in accordance with Section 9.5, by Optionor at or prior to the Purchase Closing of the following conditions precedentconditions: (ia) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the The representations and warranties of Optionee contained herein and in the other Credit Documents Agreement and these Purchase Option Terms shall be true and correct in all material respects on and as of that Credit Date to the same extent Purchase Closing Date, as though made on and as of that datethe Purchase Closing Date; (b) Optionee shall have, other than those in all material respects, performed or cause to be performed all obligations required of Optionee under the Agreement and these Purchase Option Terms on and prior to the Purchase Closing Date, including payment of the Balance in accordance with the Agreement; (c) Each of the documents required to be executed, acknowledged (if applicable) or delivered by Optionee at the Purchase Closing shall have been delivered as provided herein. (ii) The obligations of Optionee to effect the Purchase Closing shall be subject to the fulfillment or written waiver by Optionee at or prior to the Purchase Closing Date of the following conditions: (a) The representations and warranties which are qualified by materiality, of Optionor contained in which case, such representation the Agreement and warranty these Purchase Option Terms shall be true and correct in all material respects as of the Purchase Closing Date, as though made on and as of that Credit the Purchase Closing Date; (b) Optionor shall have, 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, performed or true cause to be performed all obligations required of Optionor under the Agreement and correct in all respectsthese Purchase Option Terms on or prior to the Closing Date; (c) Each of the documents required to be executed, acknowledged (if applicable) or delivered by Optionor at the Purchase Closing shall have been delivered as provided herein; (d) Subject to the case may terms and provisions of the Agreement and these Purchase Option Terms, title to the Premises to be on sold, assigned and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate conveyed by Optionor to Optionee hereunder shall be excluded from subject only to Permitted Exceptions; (e) All Leases shall have expired or terminated and all tenants or other occupants thereunder shall have vacated the certification in this Section 3.3(a)(iii) premises demised thereunder and Optionor shall have delivered evidence to Optionee thereof (to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(iiapplicable); (iv) 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 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 (viif) in accordance with the terms of the Custodial AgreementOptionor shall have delivered evidence to Optionee that all service, Company has deliveredbrokerage, or caused to be delivered maintenance, supply and other agreements applicable to the Custodian, all original or authoritative copies of all agreements related to each Receivable, Premises (including all applicable Receivable Agreements (including any counterpartsmodifications and amendments thereof and supplements thereto, each a “Contract” and collectively the “Contracts”) that are, have expired or terminated or will expire or terminate 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 Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory Purchase Closing Date. (iii) If Optionor is unable to timely satisfy the requesting party confirming the satisfaction of any of the foregoing if, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Optionee’s obligation to effect the Purchase Closing (and such failure of condition precedent is not the result of Optionor’s default hereunder), then (a) Optionor may, if it so elects and without any abatement in the Purchase Price, adjourn the scheduled Purchase Closing Date for a Loan period or periods not to exceed sixty (60) days in the aggregate to cause such condition precedent to be satisfied and (b) if, after any such extension, the conditions precedent to Optionee’s obligation to effect the Purchase Closing continue to not be satisfied (and Optionee has not waived the same in writing) or Optionor does not elect such extension, then Optionee shall be entitled to terminate the Agreement as to the transaction that is the subject of the applicable Purchase Option Notice by notice thereof to Optionor. If Optionee elects to so terminate the Agreement, then the Deposit shall be promptly returned to Optionee (and Optionor shall so instruct Escrow Agent), whereupon this Agreement shall terminate as to the transaction that is the subject of the applicable Purchase Option Notice and neither party shall have been satisfiedany further rights or obligations hereunder with respect thereto except those expressly stated to survive such termination. If the provisions of clause (b) of this Section 11(iii) would be applicable, except that such failure of condition precedent is the result of Optionor’s default, then the provisions of Section 9 of the Agreement shall govern.

Conditions Precedent. The SECTION 3.1. National Financial's obligation of each Lender to make any Revolving Loan purchase Receivable Assets hereunder on any Credit the Closing Date is shall be subject to the satisfactionexecution, or waiver in accordance with Section 9.5delivery and effectiveness of the Sale and Servicing Agreement and the Indenture and the delivery of the purchase price for the Notes to the Trust by the initial purchasers thereof. In addition, the obligation of National Financial to purchase Receivable Assets hereunder on each Subsequent Transfer Date shall be further subject to the satisfaction of the following conditions precedenton or before such Subsequent Transfer Date: (i) Administrative Agent, Paying Agent all representations and Custodian warranties of NAFI contained in Section 4.1(a) shall have received a fully executed be true and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability correct and all representations and warranties of NAFI in Section 4.1(b) shall be true and correct with respect to the requested Revolving LoansReceivables sold, transferred, conveyed and a Borrowing Base Reportassigned to National Financial on such Subsequent Transfer Date, in each case, on and as of such Subsequent Transfer Date, as the case may be; (ii) both before and after making any Revolving Loans requested on such Credit Subsequent Transfer Date, NAFI shall have duly completed and executed to National Financial a Conveyance conforming to the Total Utilization requirements of Revolving Commitments shall not exceed the Borrowing BaseSection 2.3(b) or 2.4(b), as applicable; (iii) as of on or before such Credit Subsequent Transfer Date, (a) NAFI shall have delivered to National Financial or such other Person as National Financial shall direct the representations original motor vehicle retail installment sale contract, duly endorsed by NAFI to National Financial, and warranties contained herein and the Receivable Files that relate to each Receivable included in the other Credit Documents shall be true Receivable Assets then being sold by NAFI to National Financial 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, 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 (b) NAFI shall have been true performed all other obligations then required to be performed by it pursuant to this Agreement, including, without limitation, Sections 2.2 and correct in all material respects, 2.3(b) or true and correct in all respects2.3(c), as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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)applicable; (iv) as of such Credit Date, no event Bankruptcy Event or Servicer Termination Event shall have occurred and be continuing or would result from the consummation on and as of the applicable Credit Extension that would constitute an Event of Default or a Defaultsuch Subsequent Transfer Date; (v) as of such Subsequent Transfer Date, the Administrative Agent Receivables then in the Trust Property, together with the Subsequent Receivables to be transferred to National Financial on such Subsequent Transfer Date, shall meet the following criteria (computed based on the characteristics of the Subsequent Receivables as of the applicable Subsequent Cut-off Date): (A) the weighted average Interest Rate of the Receivables shall not be less than 18.0%, (B) the weighted average remaining term of the Receivables shall not be greater than 55 months, and Paying Agent (C) not more than 80% of the Aggregate Principal Balance Receivables shall have received represent loans to finance the Borrowing Base Report for purchase of used Financed Vehicles and (D) the Business Day prior to final scheduled payment date on the Credit Date which Receivable with the latest maturity shall not be delivered on a pro forma basis for the first Credit Date hereunder;later than April 21, 2003; and (vi) as all conditions precedent in Section 2.2 of the Sale and Servicing Agreement to the transfer and assignment 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 Subsequent Receivables 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 Trust pursuant to the Asset Purchase Agreement, Sale 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 Requisite Lenders Servicing Agreement 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. 4.1 The obligation obligations of the JAD Trust on behalf of each Lender Predecessor Fund and the JIF Trust on behalf of each Successor Fund to make any Revolving Loan on any Credit Date is effectuate the Reorganization shall be subject to the satisfaction, or waiver in accordance with Section 9.5, satisfaction of the following conditions precedentwith respect to such Reorganization: (i) Administrative Agent, Paying Agent and Custodian The JIF Trust shall have received filed with the Securities and Exchange Commission (the "Commission") a fully executed registration statement on Form N-14 under the Securities Act of 1933, as amended (the "Securities Act") and delivered Funding Notice together with a Borrowing Base Certificatesuch amendment or amendments thereto as are determined by the Board of Trustees of the JIF Trust and/or JCM to be necessary and appropriate to effect the registration of the Class A, evidencing sufficient Revolving Availability with respect to Class C, Class I, Class J, Class R and Class S Successor Fund Shares (the requested Revolving Loans"Registration Statement"), and a Borrowing Base Reportthe Registration Statement shall have become effective, and no stop-order suspending the effectiveness of the Registration Statement shall have been issued, and no proceeding for that purpose shall have been initiated or threatened by the Commission (and not withdrawn or terminated); (ii) both before The applicable Class A, Class C, Class I, Class J, Class R and after making any Revolving Loans requested on Class S Successor Fund Shares shall have been duly qualified for offering to the public in all states in which such Credit Date, qualification is required for consummation of the Total Utilization of Revolving Commitments shall not exceed the Borrowing Basetransactions contemplated hereunder; (iii) as of such Credit Date, the All representations and warranties of the JAD Trust on behalf of the Predecessor Fund contained herein and in the other Credit Documents this Agreement shall be true and correct in all material respects on as of the date hereof and as of the Closing, with the same force and effect as if then made, and the JIF Trust on behalf of the Successor Fund shall have received a certificate of an officer of the JAD Trust acting on behalf of the Predecessor Fund to that Credit Date effect in form and substance reasonably satisfactory to the same extent as though made JIF Trust on and as behalf of that date, other than those the Successor Fund; (iv) All representations and warranties which are qualified by materiality, of the JIF Trust on behalf of the Successor Fund contained in which case, such representation and warranty this Agreement shall be true and correct in all material respects on as of the date hereof and as of the Closing, with the same force and effect as if then made, and the JAD Trust on behalf of the Predecessor Fund shall have received a certificate of an officer of the JIF Trust acting on behalf of the Successor Fund to that Credit Date, except, effect in each case, form and substance reasonably satisfactory 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 true and correct in all respects, as the case may be JAD Trust on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation behalf of the applicable Credit Extension that would constitute an Event of Default or a DefaultPredecessor Fund; (v) The JIF Trust and the Administrative Agent and Paying Agent JAD Trust shall have received the Borrowing Base Report for the Business Day prior opinion of Dechert LLP addressed to each of them substantially to the Credit Date which effect that, based upon certain facts, assumptions, and representations, the transaction contemplated by this Agreement shall be delivered on constitute a pro forma basis tax-free reorganization for the first Credit Date hereunder; (vi) as Federal income tax purposes. The delivery of such Credit Dateopinion is conditioned upon receipt by Dechert LLP of representations it shall request of JCM, 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, JIF Trust 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstancesJAD Trust. Notwithstanding anything contained herein to the contrary, neither the Paying Agent JIF Trust nor the Collateral Agent JAD Trust may waive the condition set forth in this paragraph; (vi) Unless otherwise determined by the officers of the Predecessor Fund, the Predecessor Fund shall be responsible have declared and paid a distribution or liable distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income and all of its net realized capital gains, if any, for determining whether the period from the close of its last fiscal year to 4:00 p.m. New York Time on the Closing; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed; and (vii) The conditions precedent to making a Loan (A) each of the Preexisting Fund Reorganizations and (B) each of the Shell Reorganizations shall have been satisfied, unless the Board of Trustees of the JAD Trust and/or the JIF Trust shall have waived this condition and deemed it to be in the best interests of Shareholders of the Predecessor Fund that the Reorganization should proceed.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date is Date, including the Initial Credit Date, are subject to the satisfaction, or waiver in accordance with Section 9.511.5, of the following conditions precedent: (i1) the Administrative Agent, Paying Agent and Custodian the Lenders shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Reportrelating thereto; (ii2) both before and after making any Revolving the principal amount of the Loans requested on to be made in such Credit Date, the Total Utilization of Revolving Commitments 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 at such time and (y) the Borrowing BaseBase Amount at such time; (iii3) as of such Credit Date, the representations and warranties contained herein and in the other Credit 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date; provided that, providedin each case, that the such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in any Original Borrowing Base Certificate shall be excluded from the certification 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)text thereof; (iv4) 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 (vii5) in accordance with after the terms making of such Loan and the Custodial Agreementdeposit of any portion thereof into the Unfunded Reserve Account, Company has delivered, or caused to be delivered the amount on deposit therein is at least equal 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 DiscretionUnfunded 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 Permitted Discretion good faith judgment of such Agent or the Requisite Lenders Lender such request is warranted under the circumstances. Notwithstanding anything contained herein to circumstances and such information is requested from the contrary, neither Borrower in writing (an “Additional Information Request”) no later than 5:00 p.m. (New York City time) on the Paying Agent nor date the Collateral Agent shall be responsible or liable for determining whether any conditions precedent to making a Loan have been satisfiedapplicable Funding Notice is received.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date occurring after the Interim Facility Effective Date, is subject to the satisfaction, or waiver in accordance with Section 9.511.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base CertificateNotice, evidencing sufficient Revolving Availability with respect to accompanied by the requested Revolving Loans, and a Borrowing Base Reportcertificates specified in Section 2.1(c)(ii); (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) 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 Credit Documents 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, 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, 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 respectsrespects (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, or which representations and warranties shall be true and correct in all respects, as the case may be respects subject to such qualification) on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iviii) 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 an Event Extension; (iv) the Loan Parties shall have paid (or shall pay concurrently with the funding of Default or a Default;the Loans on such Credit Date) 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 Letter, Section 2.10, and, to the extent invoiced, Section 11.2 hereof (including the fees and expenses of counsel to the Agents and the advisors to the Lenders); and (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 making of such Credit DateLoan shall not contravene any law, no Key Person Event shall have occurred; and (vii) in accordance with the terms of the Custodial Agreement, Company has delivered, rule or caused regulation applicable 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedLender.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan This Amendment shall become effective on any Credit Date is subject to the satisfaction, or waiver in accordance with Section 9.5, date when all of the following conditions precedentconditions, the fulfillment of each of which is a condition precedent to the effectiveness of this Amendment, shall have occurred: (iA) Administrative Agent, Paying Agent and Custodian CIT shall have received a fully executed counterpart or original of this Amendment and delivered Funding Notice the Term Note, together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect First Amendment to the requested Revolving LoansFactoring Agreement, in substantially the form annexed hereto as Exhibit B, and a Borrowing Base Reportletter agreement executed in favor of CIT by each of the Guarantors, by the Parent, as pledgor under the Stock Pledge Agreement, and by the Trademark Affiliate, as party to the Trademark Agreement, in substantially the form annexed hereto as Exhibit C. (B) CIT shall have received a Certificate of the Secretary of the Borrower relating to the adoption of the resolutions of the Board of Directors of the Borrower, approving this Amendment, and a Solvency Certificate from the chief financial officer of the Parent and the Borrower; (iiC) both before and after making any Revolving Loans requested on such Credit DateUpon the effectiveness of this Amendment, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the all representations and warranties contained herein and set forth in the other Credit Documents 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 Event of that date, 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as 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 an Event of Default or a Defaultcontinuing; (vD) No event or development shall have occurred since the Administrative Agent date of delivery to CIT of the most recent financial statements of the Parent and Paying Agent its Subsidiaries which event or development has had or is reasonably likely to have a Material Adverse Effect; (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 CIT and its counsel; (F) CIT shall have received payment for its own account of a closing fee in the Borrowing Base Report for the Business Day prior to the Credit Date amount of $250,000, which shall be delivered on a pro forma basis for the first Credit Date hereunderpayable in cash and which, when paid, shall be deemed to be fully earned and non-refundable; (viG) as of such Credit Date, no Key Person Event The Redemption shall have occurred; and (vii) been consummated in accordance with the terms of the Custodial Agreement, Company has delivered, or caused to be delivered to agreement described in the Custodiandefinition of such term, 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 its effectiveness shall have occurred, and CIT and its counsel shall have received and reviewed to their satisfaction true and correct copies all of material documents and agreements executed or delivered in connection with the Redemption; (H) CIT shall have received and reviewed to its satisfaction an appraisal of the trademarks and other intellectual property of the Trademark Affiliate; and (I) CIT shall have received a Loan have been satisfiedlegal opinion from the firm of Parker Chapin Flattau & Klimpl, LLP, in form and substance satisfactor▇ ▇▇ ▇▇▇ ▇▇▇ its counsel, and such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of CIT and its counsel to carry out the provisions and purposes of this Amendment.

Conditions Precedent. The obligation of each Lender the Lenders to make any Revolving Loan Loan, on any Credit Date Date, including the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent: (i) 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, Paying restated, supplemented, modified or waived in any respect determined by the Administrative Agent and Custodian to be material, in each case, without the consent of the Administrative Agent. (ii) the Administrative Agent shall have received a fully executed and delivered Funding Notice together with a Borrowing Base CertificateCertificate two (2) Business Days prior to such Credit Date, evidencing sufficient Revolving Commitment Availability with respect to the requested Revolving LoansLoan 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 a Borrowing Base Report; with respect to each Contract, (ii1) both before 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 after making (5) any Revolving Loans other information reasonably requested on by the Administrative Agent with respect to such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 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 the Collateral Agent shall have occurred; andreceived 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 Custodial Backup Servicing Agreement, Company has the Borrower shall have delivered, or caused to be delivered delivered, to the CustodianBackup Servicer, all original or authoritative imaged copies of all agreements the Verified Documents and the related Receivables Report, and (to each Receivablethe 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, including all applicable Receivable Agreements which Verification Report and Verified Receivables Report is acceptable to the Administrative Agent in its sole discretion; (including any counterpartsix) that are, 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, being transferred 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 to Company pursuant to the Asset Purchase Agreementclause (ii) above were originated in any state or jurisdiction with respect to which any Governmental Authority has instituted any inquiry, and the Collateral Agent has received a Collateral Receipt and Exception Report from the Custodianinvestigation, which Collateral Receipt and Exception Report is acceptable 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 Collateral Agent in its Permitted Discretionresidents of such state. Any Agent or 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 Permitted Discretion good faith judgment of such Agent or Requisite Lenders Agent, such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date is subject to the satisfaction, or waiver in accordance with Section 9.59.4, of the following conditions precedent: (i) at least two (2) Business Days prior to such Credit Date, Administrative Agent, Paying Agent and Custodian each Lender shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other 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 (unless any such representation or warranty relates to a specific date, other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty it shall be true and correct in all material 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 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 as of such Credit Date no event has occurred which shall be delivered on has had a pro forma basis for the first Credit Date hereunderMaterial Adverse Effect; (vi) as of such Credit Date, no Key Person Event shall have occurred; and; (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 accordance with the terms any one state to exceed 22.5% of the Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, all original or authoritative copies Amortized Lease Value of all agreements related Pledged Leases, a legal opinion with respect to each Receivablecompliance with law in such state, 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 reasonably acceptable to the Collateral Agent in its Permitted Discretion. Any Administrative Agent; (viii) such other items as the Administrative Agent or 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 Permitted Discretion reasonable discretion of such the Administrative Agent or Requisite Lenders such Lender such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date Date, including the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 9.510.05, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to (which on the requested Revolving Loans, Closing Date shall be satisfied by the execution and a Borrowing Base Report;delivery of the Flow of Funds Agreement), (ii) both before as of the Closing Date and after making any Revolving Loans requested on such each Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Datewith 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 Credit 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, 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, 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 respectsrespects (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, or which representations and warranties shall be true and correct in all respects, as the case may be respects subject to such qualification) on and as of such earlier date, (iii) the Loan Parties shall have paid all fees, providedcosts, that and expenses then payable by the representations Loan Parties pursuant to this Agreement and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this other Loan Documents, including, without limitation, the Fee Letters, Section 3.3(a)(iii) to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with 2.10, and Section 2.1(c)(ii);10.02 hereof, and (iv) 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 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 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 Permitted Discretion good faith judgment of such Agent or Requisite Lenders Required Lender, such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each the Lender to make any Revolving Loan Loan, on any Credit Date is Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent: (i) the Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base CertificateCertificate two (2) Business Days prior to such Credit Date, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base ReportLoan; (ii) both before and after making any Revolving Loans the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments as of such Credit Date shall not exceed the lesser of (A) the Revolving Commitments then in effect and (B) the Borrowing Base; (iii) as of such Credit Date, the representations and warranties made by each of the Credit Parties contained herein and in the other 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as of such Credit Date, after giving effect to such Revolving Loan, 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 or a Default; (v) as of such Credit Date, after giving effect to such Revolving Loan, the Administrative Agent and Paying Agent shall have received Spread Account is fully funded at 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 hereunderRequired Spread Account Amount; (vi) as of such Credit Date, no Key Person Event the Collateral Agent shall have occurredreceived satisfactory evidence of the valid transfer of the Eligible Receivables comprising the Borrowing Base to the Borrower; and (vii) in accordance with the terms of the Custodial Agreement, Company the Borrower has delivered, or caused to be delivered delivered, to the Custodian, all original or authoritative copies of all agreements the 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, File 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 Discretionsole discretion. Any Agent or 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 Permitted Discretion good faith judgment of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied.

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 Loan Loans converted pursuant to Section 2.3(c) or Swingline Loans) on any Credit Date is (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 9.5, of the following conditions precedent:10.5): (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Borrowing Notice together with a Borrowing Base And Certificate or Notice of LC Activity and Certificate, evidencing sufficient Revolving Availability with respect to as the requested Revolving Loanscase may be, and a Borrowing Base Reportwhich 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; (ii) both before and after making any Revolving Loans the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing BaseRevolving Commitments then in effect; (iii) 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 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, 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, 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 respectsrespects (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, as the case may be ) on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 or a Defaultunder this Agreement; (v) on or before the date of issuance, amendment or extension of any Letter of Credit, 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 hereunderall other information required under Section 2.3; (vi) as of such Credit Date, Borrowers shall be in 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, 2013, no Key Person Event shall have occurredevent, circumstance or change has occurred that has caused or could reasonably be expected to result in a Material Adverse Effect; and (viiviii) neither Administrative Agent nor any Lender shall have received any order or demand in accordance with the terms respect of a Borrower under Section 224(1.1) of the Custodial Agreement, Company has delivered, ITA 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 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 Section 317 of the foregoing ifExcise Tax Act (Canada) or any similar federal, in the Permitted Discretion of such Agent state, provincial or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedlocal legislation.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date is subject to the satisfaction, or waiver in accordance with Section 9.59.4, of the following conditions precedent: (i) at least two (2) Business Days prior to such Credit Date, Administrative Agent, Paying Agent and Custodian each Lender shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other 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 (unless any such representation or warranty relates to a specific date, other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty it shall be true and correct in all material 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 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 as of such Credit Date no event has occurred which shall be delivered on has had a pro forma basis for the first Credit Date hereunderMaterial 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 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 (viiix) in accordance with such other items as 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 Administrative Agent or 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 Permitted Discretion reasonable discretion of such the Administrative Agent or Requisite Lenders such Lender such request is warranted under the circumstances. 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 Loan have been satisfied.

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 Revolving Loan purchase the Receivables in the Initial Accounts on any Credit the Closing Date is shall be subject to the satisfaction, or waiver in accordance with Section 9.5, satisfaction of the following conditions precedentconditions: (ia) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the all representations and warranties of Centurion contained herein and in the other Credit 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, other than those such representations and warranties which are qualified by materialityhad been made on such date (except that, in which caseto the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty was true and warranty correct on such earlier date); (b) all information concerning the Initial Accounts provided to RFC III 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 Initial Cut-Off Date in all material respects, or ; (c) Centurion shall have (i) delivered to RFC III a true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii) Account Schedule with respect to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)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; (ivd) 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 Credit Date, no event shall have occurred and be continuing financing statements or would result from the consummation of the applicable Credit Extension that would constitute 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 other evidence of such Credit Date, no Key Person Event shall have occurredfilings to RFC III; and (viie) all corporate and legal proceedings and all instruments in accordance connection with the terms of the Custodial Agreementtransactions contemplated by this Agreement shall be satisfactory in form and substance to RFC III, Company has delivered, or caused to be delivered to the Custodian, all original or authoritative and RFC III shall have received from Centurion copies of all agreements related to each Receivable, including all applicable Receivable Agreements documents (including any counterpartsrecords of corporate proceedings) that are, on such Credit Date, being transferred and delivered to Company pursuant relevant 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 Requisite Lenders shall be entitled, but not obligated to, request and receive, prior 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedrequested.

Conditions Precedent. The obligation of each Lender to make a Loan on the occasion of any Revolving Loan Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, on any Credit Date Date, including the Closing Date, is subject to the satisfaction, satisfaction (or waiver in accordance with Section 9.5, 10.5) of the following conditions precedent: (i) the Administrative AgentAgent and, Paying Agent and Custodian in the 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 together with a Borrowing Base Certificateor Issuance Notice, evidencing sufficient Revolving Availability with respect to as the requested Revolving Loans, and a Borrowing Base Reportcase may be; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained of the Credit Parties set forth herein and in the other 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 date, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date; provided that, providedin each case, that the such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in any Original Borrowing Base Certificate the text thereof; (iii) at the time of and immediately after giving effect to such Credit Extension, no Default or Event of Default shall have occurred and be continuing, and the Borrower shall be excluded from in pro forma compliance with Section 6.7(b) as of the certification in this last day of the most recent Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 3.3(a)(iii) 5.1 (or, prior to the extent a Replacement Borrowing Base Certificate has been delivered in substitute 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 in accordance with Section 2.1(c)(ii)as if such Credit Event had occurred on the first day of the relevant period; (iv) as in the case of such Credit Dateany issuance, no event shall have occurred and be continuing amendment, renewal or would result from the consummation extension of the applicable Credit Extension that would constitute an Event any Letter of Default or a Default; (v) Credit, the Administrative Agent and Paying Agent the Issuing Bank shall have received all other information required by the Borrowing Base Report for applicable Issuance Notice, and such other documents or information as the Business Day prior to Issuing Bank may reasonably require in connection with the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) as issuance of such Credit Date, no Key Person Event shall have occurred; and (vii) in accordance with Letter of Credit. On 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 Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making 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 Permitted Discretion of such Agent Section 2.2(a) or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied2.4(a).

Conditions Precedent. The obligation requirements set forth in this Section 15.3.2.1 constitute conditions precedent to the DB Contractor’s entitlement to request and receive a Change Order in all circumstances. The DB Contractor agrees that the filing of each Lender a PCO ▇▇▇▇▇▇ and subsequent filing of a Request for Change Order (RCO) with the District pursuant to this Section are necessary in order to begin the administrative process for Contractor-requested Change Orders. The DB Contractor understands that it shall be forever barred from recovering against the District under Section 15 unless it gives notice of an act, or failure to act, by the District or any of its representatives, or the happening of an event, thing, or occurrence pursuant to a proper PCO Notice, and thereafter complies with the remaining requirements of this Section. The DB Contractor shall deliver to the District a PCO Notice stating that an event or situation has occurred and shall state whether it is entitled to additional time or money. The first notice shall be labeled “PCO No. 1,” and subsequent notices shall be numbered sequentially. Each PCO Notice shall be delivered as promptly as possible after the occurrence of such event or situation. If any PCO Notice is delivered later than 10 Days after the DB Contractor first discovered, or should have discovered in the exercise of reasonable prudence, the occurrence which is described therein, the DB Contractor shall be deemed to have waived the right to collect any and all costs incurred prior to the date of delivery of the PCO Notice and shall be deemed to have waived the right to see an extension of any Completion Deadline with respect to any delay in the Critical Path that accrued prior to the date of delivery of the written notice. Furthermore, if any PCO Notice concerns any condition or material described in Section 7.3, the DB Contractor shall be deemed to have waived the right to collect any and all costs incurred in connection therewith to the extent that the District is not afforded the opportunity to inspect such material or condition before it is disturbed. The DB Contractor’s failure to provide a PCO Notice within 10 Days after the DB Contractor first discovered, or should have discovered in the exercise of reasonable prudence, the occurrence of a given event or situation shall preclude the DB Contractor from any relief. A PCO Notice shall be deemed delivered only if it fully conforms to the requirements of Section 15. The PCO Notice shall (i) state in detail the facts underlying the potential Change Order, the reasons why the DB Contractor believes additional compensation or time will or may be due, and the date of occurrence; (ii) state in detail the basis that the work is not required by the Contract, if applicable; (iii) identify particular elements of Contract performance for which additional compensation may be sought under Section 15; (vi) identify any potential Critical Path impacts affecting a Completion Deadline; and (v) provide an estimate of the time within which a response to the notice is required to minimize cost, delay, or disruption of performance. Any adjustments made to the Contract shall not include increased costs or time extensions for delay resulting from the DB Contractor’s failure to provide requested additional information under this Section. The DB Contractor shall deliver all RCOs under Section 15 to the District within 30 Days after delivery of the PCO Notice. The District may require design and construction costs to be covered by separate Change Order requests. If the DB Contractor requests a time extension, then the District, in its sole discretion, may require the DB Contractor to provide two (2) alternative Change Order requests, one of which shall provide for a time extension and any additional costs permitted hereunder, and the other of which shall show all Acceleration Costs associated with meeting the original Completion Deadlines, as well as any additional costs permitted hereunder. The DB Contractor acknowledges and agrees that, due to the limited availability of funds for the Project, timely delivery of notification of such events, situations, RCOs, and updates thereto are of vital importance to the District. The District is relying on the DB Contractor to evaluate promptly upon the occurrence of any event or situation, whether the event or situation will affect schedule or costs and, if so, whether the DB Contractor believes a time extension and/or price increase is required hereunder. If an event or situation occurs that may affect the Contract Price or a Completion Deadline, the District will evaluate the situation and determine whether it wishes to make any Revolving Loan on any Credit Date is subject changes to the satisfaction, or waiver in accordance with Section 9.5, definition of the following conditions precedent: (i) Administrative AgentProject to bring it within the District’s funding and time restraints. Before the DB Contractor submits any PCO Notice or a RCO to the District that is based in whole or in part on a request by a Subcontractor to the DB Contractor for a price increase or time extension under its Subcontract, Paying Agent and Custodian the DB Contractor shall have received reviewed all Claims by the Subcontractor that constitute the basis for the RCO and determined in good faith that each such Claim is justified hereunder and that the DB Contractor is justified in requesting an increase in the Contract Price and/or change in Completion Deadlines in the amounts specified in the RCO. Each RCO involving Subcontractor Work shall include a fully executed and delivered Funding Notice together with sworn certification in a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect form acceptable to the District and signed by the DB Contractor’s Project Manager stating that the DB Contractor has investigated the basis for the Subcontractor’s Claims and has concluded that all such Claims are justified as to entitlement and the amount of money and/or time requested Revolving Loansand has no reason to believe, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall does not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other 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, 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, or true and correct in all respects, as the case may be on and as of such earlier date, providedbelieve, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 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 factual basis for the first Credit Date hereunder; (vi) as of Subcontractor’s Claim is falsely represented. Any RCO involving Subcontractor Work shall be considered incomplete if it is not accompanied by such Credit Date, no Key Person Event certification. The District shall have occurred; and (vii) in accordance with the terms of the Custodial Agreement, Company has delivered, or caused 10 Days to be delivered investigate and respond to the CustodianDB Contractor’s PCO Notice or RCO. If the District refuses to issue a Change Order based on the DB Contractor’s request, 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied.DB Contractor shall

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date Date, including if applicable the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other 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, 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii3.2(a)(iii) to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii); (iv) 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 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 the Receivable File related to each Receivable, including all applicable Receivable Agreements (including any counterparts) that areis, 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. 3.1 The obligation following shall be conditions precedent for disbursal of each Lender the Loan or any tranche thereof: a. Prior to the disbursement, the security over the Property as set out should create; b. The Borrower shall have an absolute, clear, marketable title to the Property and the Property shall be, and shall continue to be absolutely unencumbered and free from liability or any other charges, except for the Loan; c. The Borrower meets the Bank's requirement of creditworthiness. The Bank shall be entitled to make any Revolving Loan on any Credit Date is subject or cause to be made inquiries of such nature as the Bank may deem fit of the creditworthiness of the Borrower. The Bank shall be further entitled to call for such credentials from the Borrower as may be required to prove the creditworthiness of the Borrower; d. The Borrower shall have an absolute, clear and marketable title to the satisfaction, or waiver in accordance with Section 9.5, Property and that the Property is absolutely unencumbered and free from any liability and prior charges; e. No Event of Default / Cross-default shall have occurred; f. At the time of request for the disbursement of the following conditions precedent:Loan or tranche thereof, the Borrower shall produce such evidence of the proposed utilization of the proceeds of the disbursement of the Loan or any tranche thereof in the manner set out in the End Use Letter to this Agreement, as and when required by the Bank to evidence that the Loan will be utilised only for the Purpose; (i) Administrative Agent, Paying Agent and Custodian g. No extraordinary or other circumstances shall have received a fully occurred which shall make it improbable for the Borrower to fulfil his/its obligations under this Agreement; h. The Borrower shall have executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect money bond or a demand promissory note in favour of Bank for Loan; i. The Borrower shall have satisfied the Bank to the requested Revolving Loanseffect that there is no action, suit, proceedings or investigation pending or to the knowledge of the Borrower, or is threatened by or against the Borrower, before any Court of Law or Government authority or any other competent authority which might have a material effect on the financial and a Borrowing Base Reportother affairs of the Borrower or which might put into question the validity or performance of this Agreement and/or other security documents executed by the Borrower in favour of the Bank; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other 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, 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 j. The Borrower shall have been true and correct in executed all material respects, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii) Transaction documents to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii); (iv) 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 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedBank.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date is 4.1 Closing will be subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedentprecedent (opschortende voorwaarden) (the Conditions) being fulfilled or waived: (ia) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect Except as disclosed in or pursuant to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit DateDisclosure Letter, the representations and warranties contained herein and in the other Credit Documents Schedule 2 shall be true and correct in all material respects (except for those representations and warranties qualified by materiality or Material Adverse Effect, which shall be true in all respects) on and as of that Credit the Signing Date until the Closing Date and on the Closing Date as though they had been given and made on such date. The Company shall have delivered on the Closing Date to Investor an officer’s certificate (the same extent Company Officer’s Certificate) in the agreed form as though made attached hereto as Part 1 of Schedule 6, signed by an authorised officer of the Company, certifying that (i) the Company has performed all obligations and conditions herein required to be performed on or before the Closing Date and (ii) except as disclosed in or pursuant to the Disclosure Letter, the representations, warranties, and agreements of that date, other than the Company are true and correct in all material respects (or where it concerns those representations and warranties which are qualified by materialitymateriality or Material Adverse Effect, certifying that such representations and warranties are true in which case, such representation all respects) on the Closing Date; (b) no Material Adverse Effect shall have occurred between Signing and warranty Closing; (c) the representations and warranties contained in Schedule 3 shall be true and correct in all material respects (except for those representations and warranties qualified by materiality or Material Adverse Effect, which shall be true in all respects) on and as of that Credit Date, except, in each case, the Signing Date until the Closing Date and on the Closing Date as though they had been given and made on such date. Investor shall have delivered on the Closing Date to the extent such representations Company an officer’s certificate in the agreed form as attached hereto as Part 2 of Schedule 6 (the Investor Officer’s Certificate), signed by an authorized officer of Investor, certifying that (i) Investor has performed all obligations and warranties specifically relate conditions herein required to an earlier datebe performed on or before the Closing Date and (ii) the representations, in which case such representations warranties, and warranties shall have been agreements of Investor are true and correct in all material respectsrespects (or where it concerns those representations and warranties qualified by materiality or Material Adverse Effect, or certifying that such representations and warranties are true and correct in all respects, as ) on the case may be on and as of such earlier date, providedClosing Date; (d) (i) the Company shall not have received prior to the Closing Date a Superior Transaction Proposal which it intends to enter into or has announced publicly that it is considering; and (ii) no third party shall have announced or made an unsolicited or (otherwise) not-agreed Public Offer to the Company prior to the Closing Date that has not been withdrawn or terminated; (e) no Legal Proceedings being pending or no Applicable Law or Judgment being in effect, that frustrates the representations purpose of or prohibits the consummation of Closing and warranties in the other transactions contemplated by this Agreement and the other Transaction Documents; (f) prior to or substantially simultaneously with the Closing, each of the Transaction Documents shall have been executed and delivered by the Parties, no material breach by any Original Borrowing Base Certificate Party under the Transaction Documents shall be excluded from have occurred and no termination of the certification in this Section 3.3(a)(iii) to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof Transaction Documents shall have taken place in accordance with Section 2.1(c)(ii); (iv) as of such Credit Date4.4, no event shall have occurred and be continuing 4.5, or would result from the consummation of the applicable Credit Extension that would constitute 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 occurred4.6; and (viig) simultaneously with the Closing an opinion of the Company’s Lawyers shall have been delivered to Investor as to the Shares’ due authorization and valid issuance (the Legal Opinion). 4.2 Each of the Parties will use commercially reasonable efforts to procure the satisfaction of the Conditions and take such other commercially reasonable actions so that the Signing and the Closing may be consummated on the same day. In the event that the Parties are unable to effectuate the foregoing, each Party will use commercially reasonable efforts to procure the satisfaction of the Conditions and will use commercially reasonable efforts to ensure that the Conditions are fulfilled as soon as possible following the Signing and remain fulfilled up until and including the Closing; provided, however that, nothing in this Section 4.2 shall prohibit, limit or restrict the Company from exercising its rights under Section 7 and 8. 4.3 The Conditions under Sections 4.1(a), 4.1(b) and 4.1(g) shall be for the benefit of Investor only and can only be waived in writing by Investor. The Condition under Section 4.1(c) shall be for the benefit of the Company only and can only be waived in writing by the Company. The Conditions under Sections 4.1(d) and 4.1(e) shall be for the benefit of both Parties and can only be waived by the Parties jointly in writing. The Condition under Section 4.1(f) shall be for the benefit of both Parties and can only be waived by the executing, delivering, non-breaching, and non-terminating Party in writing. 4.4 The Transaction Documents may be terminated by Investor in writing if (i) an event specified in Section 4.1(d) shall have occurred, or (ii) any event occurs or condition exists that would render impossible, despite the use of commercially reasonable efforts, the satisfaction of one or more of the Conditions under Section 4.1(a), (b), (e), (f), or (g), if the failure of such condition to be satisfied is not caused by a breach of this Agreement by Investor; provided that Investor may not terminate the Transaction Documents pursuant to Condition 4.1(d) in relation to a Superior Transaction Proposal referred to under Condition 4.1(d)(i) until Investor shall have determined not to exercise its Pre-Closing Matching Rights. Upon termination of this Agreement in accordance with the terms preceding sentence, the Parties will have no further obligation with respect to the Equity Investment, the Transactions, this Agreement and the other Transaction Documents unless explicitly provided otherwise herein or therein (and save in respect of (i) accrued rights, liabilities and damages arising from a breach of the Custodial Agreement, Transaction Documents or (ii) the Termination Fee payable by the Company) 4.5 The Transaction Documents may be terminated by the Company has deliveredin writing if (i) any event specified in Section 4.1(d) shall have occurred, or caused (ii) any event occurs or condition exists that would render impossible, despite the use of commercially reasonable efforts, the satisfaction of one or more of the Conditions under Section 4.1(c), (e), or (f), if the failure of such condition to be delivered to satisfied is not caused by a breach of this Agreement by the CustodianCompany; provided however, 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 the Company may not terminate the Transaction Documents pursuant to the Asset Purchase AgreementCondition in Section 4.1(d) in relation to a Superior Transaction Proposal referred to therein until (x) Investor shall have determined not to exercise its Pre-Closing Matching Rights, and (y) (1) the Collateral Agent Company has received entered into a Collateral Receipt definitive agreement for a Superior Transaction resulting from such Superior Transaction Proposal, or (2) in case of an unsolicited Public Offer, upon the offeror having declared its offer unconditional and Exception Report from acquired at least 70% of the Custodiantotal issued and outstanding Ordinary Shares or other voting securities of the Company (if any) as a result thereof. Upon a termination of this Agreement in accordance with the preceding sentence, which Collateral Receipt and Exception Report is acceptable the Parties will have no further obligation with respect to the Collateral Agent Equity Investment, the Transactions, this Agreement and the other Transaction Documents unless explicitly provided otherwise herein or therein (and save in respect of accrued rights, liabilities and damages arising from a breach of the Transaction Documents). 4.6 If Closing has not taken place by November 1, 2009 (the Long Stop Date), each Party will have the right to terminate this Agreement and the other Transaction Documents in their entirety and the Parties will have no further obligations with respect to this Agreement and the other Transaction Documents, respectively, unless explicitly provided otherwise therein; provided however that a non-executing, non-delivering or breaching Party may not invoke the foregoing right to terminate the Transaction Documents and such breaching Party shall remain liable for accrued rights, liabilities and damages arising from its Permitted Discretionfailure to execute or deliver or its breach, including Investor’s right to a Termination Fee pursuant to Section 5.1. Any Agent or Requisite Lenders Each Party shall procure that any of its Affiliates party to such Transaction Documents shall be entitledbound by this Section 4.6 and shall accept any such termination permitted herein. 4.7 Clauses 17 up to and including 27 of this Agreement shall survive termination of this Agreement pursuant to Section 4.4, but not obligated 4.5 or 4.6. 4.8 Notwithstanding the notice periods set out in Section 7 and 8, between the Signing Date and the Closing Date each Party shall notify the other Party promptly if it becomes aware of any matter or event which constitutes, or which would be reasonably expected to lead to, request and receive, prior a breach of this Agreement or to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing ifConditions not being satisfied or becoming incapable of being satisfied. 4.9 Between the Signing Date and the Closing Date, the Company will carry on its business in the ordinary course, as carried out on the Signing Date, in all material respects, and will not (i) except for the Permitted Discretion grant of options or other rights under the ESOP in accordance with normal practice and the issue of Ordinary Shares pursuant to the exercise of such Agent options or Requisite Lenders such request is warranted under other rights in accordance with normal practice, create, allot, issue, acquire, repay or redeem, consolidate, convert or sub-divide any equity interests in the circumstances. Notwithstanding anything contained herein Company or otherwise change any of the rights or obligations attaching to the contraryits Ordinary Shares or agree, neither the Paying Agent nor the Collateral Agent shall be responsible arrange or liable for determining whether undertake to do any conditions precedent of those things or acquire or agree to making acquire, an interest in a Loan have been satisfiedcorporate body or merge or consolidate with a corporate body or any other person or participate in any other type of corporate reconstruction, (ii) amend its Articles of Association, or (iii) propose, pay, declare or make any dividend or propose, declare or make any other distribution on its capital stock.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date is Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 9.510.04, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificateor Issuance Notice, evidencing sufficient Revolving Availability with respect to as the requested Revolving Loans, and a Borrowing Base Reportcase may be; (ii) both before and after making any Revolving Loans the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing BaseRevolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 or a Default; (v) the Administrative Agent and Paying Agent since December 31, 2006, no event, circumstance or change shall have received occurred that has caused or evidences, either in any case or in the Borrowing Base Report for the Business Day prior to the Credit Date which shall be delivered on aggregate, a pro forma basis for the first Credit Date hereunderMaterial 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 DateDate and as of the date of the most recent financial statements delivered pursuant to Section 5.01(a) or (c), no Key Person Event Borrowers shall have occurredbe 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 accordance connection with the terms issuance of the Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, all original or authoritative copies such Letter 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 DiscretionCredit. Any Agent or 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 Permitted Discretion good faith judgment of such Agent or Requisite Lenders Lender such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Revolving 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 is Date, occurring after the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 9.510.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificateor Issuance Notice, evidencing sufficient Revolving Availability with respect to as the requested Revolving Loans, and a Borrowing Base Reportcase may be; (ii) both before and after After making any Revolving Loans the Credit Extensions requested on such Credit Date, (x) the Total Utilization of Revolving Commitments shall not exceed the Borrowing BaseRevolving Commitments then in effect and (y) Availability would be $0 or greater; (iii) as As of such Credit Date, the representations and warranties contained herein and in the other 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date; provided that, providedin each case, that the such materiality qualifier shall not apply to any representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii) to the extent a Replacement Borrowing Base Certificate has been delivered already qualified or modified by materiality or similar concept in substitute thereof in accordance with Section 2.1(c)(ii)the text thereof; (iv) 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 an Event of Default or a Default; (v) On or before the date of issuance of any Letter of Credit, Administrative Agent and Paying Agent Issuing Bank shall have received all other information required by the Borrowing Base Report for applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunderissuance 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, no Key Person Event shall have occurredCompany 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) in accordance After giving effect to such Credit Extension (excluding any proceeds thereof that will be applied, other than with the terms of the Custodial Agreement, Company has delivered, or caused to be delivered respect to the CustodianTerm Loans or other Loans made on the Closing Date, all original or authoritative copies in the ordinary course of all agreements related to each Receivable, including all applicable Receivable Agreements business and consistent with past practices within two (including any counterparts2) that are, on Business Days after such Credit DateExtension, being transferred as certified by the Chief Financial Officer in the Chief Financial Officer’s Funding Certificate and delivered to Company pursuant to evidenced by a reasonably detailed written summary of such uses of proceeds attached thereto), the Asset Purchase Agreement, aggregate Cash and the Collateral Agent has received a Collateral Receipt Cash Equivalents of Holdings and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Collateral Agent in its Permitted DiscretionSubsidiaries will not exceed $4,000,000. Any Agent or 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 Permitted Discretion good faith judgment of such Agent or Requisite Lenders Lender, such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on (other than an Initial Term Loan) or Issuing Bank to issue any Credit Date is subject to the satisfaction, or waiver in accordance with Section 9.5, Letter of the following conditions precedentCredit: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificateor Issuance Notice, evidencing sufficient Revolving Availability with respect to as the requested Revolving Loans, and a Borrowing Base Reportcase may be; (ii) both before and after making any Revolving Loans the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing BaseRevolving Commitments then in effect; (iii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Delayed Draw Term Loan Commitments shall not exceed the Delayed Draw Term Loan Commitments then in effect; (iv) as of such Credit Date, the representations and warranties contained herein and in the other 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (ivv) 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 or a Default;; and (vvi) on or before the date of issuance of any Letter of Credit, Administrative Agent and Paying Agent shall have received all other information required by the Borrowing Base Report for applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with 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 issuance of such Credit Date, no Key Person Event shall have occurred; and (vii) in accordance with the terms Letter 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 DiscretionCredit. Any Agent or 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 Permitted Discretion good faith judgment of such Agent or Requisite Lenders Lender such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make It is agreed and understood between the Parties that if there is any Revolving Loan on any Credit Date condition precedent as hereinafter provided that is subject not waived in writing prior to the satisfactionDate of Closing, or waiver this transaction shall be at an end and the Vendors’ Representative shall return the Deposit to the Purchaser with interest and without deduction within FIVE (5) days thereof and neither Party shall thereafter have a claim against the other. The following are conditions precedent to the Closing contemplated herein: a) As a condition precedent to the completion of this Agreement the parties shall cause combined Audited Financial Statements of the Corporations, as of and for the TWELVE (12) month periods ending April 30, 2024 and 2023, and the Interim Financial Statements to be prepared as soon as possible and, in any event, to be completed no later than TEN (10) days prior to the Closing Date. The Audited Financial Statements shall include a combined balance sheet, statement of operations, statement of changes in shareholders’ equity, statement of cashflows and financial footnotes and shall be audited and reviewed (as applicable) by S▇▇▇▇▇, G▇▇▇ & Associates LLC (“the Auditors”). Such Audited Financial Statements shall be prepared in accordance with Section 9.5, GAAP on a basis that will enable the Auditors to issue an unqualified audit opinion in accordance with the standards of the following conditions precedentPCAOB upon completion of their audit; b) The fees and expenses of the Auditors incurred in connection with Section 2.2(a) will be paid by the Purchaser; c) This Agreement is conditional upon the Purchaser being satisfied as to the financial condition of the Corporations withing FIVE (5) days of receipt of the Audited Financial Statements and the Interim Financial Statements (the “Period”) and the Purchaser being satisfied in its unfettered discretion as to the financial viability of the transaction herein contemplated; d) This Agreement is conditional upon the Purchaser being satisfied in its unfettered discretion with the contents of the due diligence being conducted and completed prior to the date which is 10 days before the Closing Date provided the Vendor and the Corporations have caused all due diligence materials required by the Purchaser to be provided to the Purchaser, for review, at least 20 days before the Closing Date. If same has not occurred at the option of the Purchaser the Closing Date shall be extended to accommodate the completion of such due diligence; e) This Agreement is conditional upon the Purchaser being satisfied in its unfettered discretion as to the form and content of this Agreement and such other necessary ancillary agreements as may be required by the Parties; f) This Agreement is conditional upon the Purchaser being satisfied in its unfettered discretion, no later than 30 days prior to the Closing Date, as to having arranged satisfactory financing to effect the Closing herein contemplated; g) This Agreement is conditional upon the Purchaser being satisfied in its unfettered discretion upon receipt of all necessary governmental, regulatory and other third-party consents and approvals required to consummate the within transaction in accordance with its terms, including, without limitation: (i) Administrative AgentIssuance to the Purchaser or its designate of licences under The Liquor, Paying Agent Gaming and Custodian shall have received a fully executed Cannabis Control Act (Manitoba) by the Liquor, Gaming and delivered Funding Notice together Cannabis Authority of Manitoba (“LGCA”) for the business locations at U▇▇▇ ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Winnipeg, MB, 2-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, MB, 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, MB and 2▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ (the “Retail Cannabis Locations”); ii) Due execution of retailer agreements between Purchaser or its designate with a Borrowing Base Certificate, evidencing sufficient Revolving Availability Manitoba Liquor and Lotteries Corporation (“MBLL”) with respect to the requested Revolving Loans, and a Borrowing Base ReportRetail Cannabis Locations; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as Release by all Landlords of such Credit Date, the representations and warranties contained herein and in the other Credit Documents any right to Security or shall be true and correct in all material respects on and as of that Credit Date agree to subordinate to the same extent as though made on and as of that date, 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, or true and correct in all respects, Purchaser’s primary lender as the case may be on and as be, against the assets of such earlier date, provided, that the representations and warranties in Corporations pursuant to any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii) Leases or subject to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii); (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation consent of the applicable Credit Extension that would constitute an Event of Default or a Default; (v) Purchaser, not to be unreasonably withheld, be subordinated and postponed to any financing arranged by 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 occurredPurchaser; and (viiiv) in accordance with the terms of the Custodial Agreement, Company has delivered, or caused to be delivered All other matters relating to the Custodian, all original or authoritative copies of all agreements related to each Receivable, including all applicable Receivable Agreements (including any counterparts) Leases 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 Requisite Lenders shall be entitled, but not obligated to, request and receive, require completion prior to the making of any Credit Extension, additional information Closing in a condition reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. Notwithstanding anything contained herein Purchaser and absolutely satisfactory 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 Loan have been satisfied.Purchaser’s primary lender;

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent, Custodian, each Class A Managing Agent and Custodian each Class B Revolving Lender shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Class A Revolving Commitments shall not exceed the Class A Borrowing Base and the Total Utilization of Class B Revolving Commitments shall not exceed the Class B Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other 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, 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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)(ii2.1(d)(ii); (iv) 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 or a Default; (v) the Administrative Agent, Paying Agent, each Class A Managing Agent and Paying Agent 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, all original or authoritative copies of all agreements the Receivable File related to each Receivable, including all applicable Receivable Agreements (including any counterparts) that areis, 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. Notwithstanding anything contained herein to the contrary, neither the Paying Agent nor the Collateral Agent shall not be responsible or liable for determining whether any conditions precedent to making a Loan have been satisfied.

Conditions Precedent. (a) The obligation obligations of Purchaser to effect each Lender to make any Revolving Loan on any Credit Date is transaction contemplated hereby shall be subject to the satisfaction, or waiver in accordance with Section 9.5, each of the following conditions precedentconditions: (i) Administrative Agentthe delivery of good, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect marketable title to the requested Revolving LoansProperty, such that the Title Company is prepared to issue the Title Policy to Purchaser at its ordinary rates, free and a Borrowing Base Reportclear of Liens other than Permitted Exceptions; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization receipt by Purchaser of Revolving Commitments shall not exceed the Borrowing BaseFranchisor Approval; (iii) as of such Credit Date, the representations and warranties of Seller contained herein in this Agreement shall have been true and correct in all material respects on the other Credit Documents date such representations and warranties were made, and shall be true and correct in all material respects on the Closing Date as if made at and as of that Credit Date such date; (iv) Purchaser shall have obtained a binding Loan Commitment and the lender providing such financing shall be in a position to close the loan. (v) each obligation of Seller contained in this Agreement shall have been duly performed by it on or before the Closing Date, and Seller shall not have materially breached any of its covenants contained herein; and (vi) concurrently with the Closing, Seller, directly, shall have executed and delivered to Purchaser the documents required to be delivered pursuant to Section 3.3(a). In the event the foregoing conditions precedent have not been materially satisfied as of the Closing, Purchaser may either: (a) waive such conditions precedent and proceed to Closing in accordance with the terms and provisions hereof; (b) terminate this Agreement, and upon such termination, Purchaser shall receive a return of the Deposit and all rights, liabilities and obligations of the parties under this Agreement shall expire, except as otherwise expressly set forth herein, or (c) extend the date for Closing beyond the Closing Date, on a schedule acceptable to Purchaser, in Purchaser’s reasonable discretion (and if the applicable conditions precedent have not been materially satisfied as of such extended Closing Date, Purchaser shall once again have the rights and obligations described in the immediately preceding (a) and (b)). (b) The obligations of Seller to effect the transactions contemplated hereby shall be subject to the same extent as though made on and as of that date, other than those following conditions: (i) the representations and warranties which are qualified by materiality, of Purchaser contained 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 this Agreement shall have been true and correct in all material respectsrespects on the date such representations and warranties were made, or and shall be true and correct in all respects, material respects on the Closing Date as the case may be on if made at and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (ivii) as each obligation of such Credit Purchaser contained in this Agreement shall have been duly performed by it on or before the Closing Date, no event and Purchaser shall not have occurred and be continuing or would result from the consummation breached any of the applicable Credit Extension that would constitute 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 occurredits covenants contained herein; and (viiiii) in accordance concurrently with the terms of Closing, Purchaser, directly, shall have executed and delivered the Custodial Agreement, Company has delivered, or caused documents required 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 by it 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 DiscretionSection 3.3(b). Any Agent or 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 all of the foregoing ifconditions in subparagraph (b) above may be waived by a Seller in its sole and absolute discretion, but only with respect to the interests in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedProperty being contributed by Seller.

Conditions Precedent. The obligation purchase from, and lease to Lessees, of each Lender to make any Revolving Loan the Lease Closing Date Devices on any Credit Date is the Lease Closing Date, shall be subject to the satisfactionsatisfaction of, or the waiver in accordance with Section 9.5writing by (i) Lessor of, each of the following conditions precedentprecedent set forth below and (ii) Lessees of, the conditions in clauses (i) and (k) below: (ia) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability Lessee has provided the Agreed Schedule Information with respect to all Lease Closing Date Devices subject to the requested Revolving Loans, and a Borrowing Base ReportDevice Leases; (iib) both before the Device Lease Schedules contain with respect to each Lease Closing Date Device to be leased, the information set out in Schedule 1 (Device Lease Schedule); (c) all Lease Closing Date Devices that are to be subject to such Device Lease are Approved Devices; (d) at the time of its contribution under the First Step Transfer Agreement, each Originator is the owner of unencumbered legal and after making any Revolving Loans requested on beneficial title to each Lease Closing Date Device that is to be subject to such Credit Device Lease (other than the rights of Customers under the Customer Leases); (e) as of the Cutoff Date, the Total Utilization of Revolving Commitments shall not exceed Lease Closing Date Devices were Eligible Devices and the Borrowing BaseCustomer Leases were Eligible Leases; (iiif) as of such Credit Date, the representations and warranties contained herein and of each Sprint Party set forth in the Article VI or in any other Credit Documents shall be Transaction Document are true and correct in all material respects on and as of that Credit the Lease Closing Date to with the same extent effect as though made on and as of that such date, 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, except to the extent such representations and warranties specifically expressly relate to an earlier date, in which case case, such representations and warranties shall have been true and correct in all material respects, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (ivg) as no Lease Event of such Credit Date, no event shall have Default has occurred and is continuing; (h) all documents (including Customer Leases) required to be continuing in effect with respect to the relevant Devices, are duly executed by each party other than Lessor; (i) all Transaction Documents have been executed and delivered to Lessor and Lessees; (j) receipt of evidence that all Agreed Start-Up Costs have been paid or would result from will be paid simultaneously with the consummation of the applicable Credit Extension that would constitute an Event of Default or a DefaultTransaction; (vk) receipt by Lessor and Lessees of the Administrative Agent Data File which contains all information for each Device Lease Schedule to which each Lessee 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 occurredLessor agree; and (viil) in accordance with the terms of the Custodial AgreementLessees shall have obtained any approvals, Company has deliveredlegal opinions, filings 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) other documents reasonably requested by Lessor. Lessees acknowledge and agree that are, on such Credit Date, being transferred this Agreement is not a committed facility 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 that Lessor is acceptable to the Collateral Agent in its Permitted Discretion. Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of purchase or lease any Credit Extension, additional information reasonably satisfactory Devices to the requesting party confirming the satisfaction of Lessee or enter into any of the foregoing if, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedDevice Lease.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date Date, including if applicable the Closing Date, is subject to the satisfactionsatisfaction (in the reasonable discretion of each Lender), or waiver in accordance with Section 9.5, of the following conditions precedent: (i) Administrative Agent, the Paying Agent Agent, the Custodian and Custodian the Class B Lenders shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Class A Revolving Loans shall not exceed the Class A Borrowing Base and the Total Utilization of Class B Revolving Commitments shall not exceed the Class B Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other 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, 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 a Defaultan Early Amortization Event; (v) the Administrative Agent Agent, the Class B Lenders and the 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 the Receivable File related to each Receivable, including all applicable Receivable Agreements (including any counterparts) if any, that areis, on such Credit Date, being transferred and delivered to Company pursuant to the Asset Purchase Agreement, and the Collateral Administrative Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Collateral Administrative Agent in its Permitted Discretion. Any Agent ; (vii) as of such Credit Date, the Reserve Account shall have been (or Requisite Lenders shall will be, out of the proceeds of the Revolving Loans to be entitledmade on such date), but funded so that it contains funds in an amount not obligated to, request and receive, less than the Reserve Account Funding Requirement as of such date; and (viii) on or 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 iffirst Funding Notice, the Company shall have established the cash management system and accounts described in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstancesSection 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. The obligation of each Lender to make any Revolving Loan Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date is Date, including the ClosingRestatement Effective Date, are subject to the satisfaction, or waiver in accordance with Section 9.510.05, of the following conditions precedent: (i) the Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Borrowing Notice together with a Borrowing Base Certificateor Issuance Notice, evidencing sufficient Revolving Availability with respect to as the requested Revolving Loans, and a Borrowing Base Reportcase may be; (ii) both before and after making any Revolving Loans the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing BaseRevolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date, ; provided, that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty shall be true and correct in all respects; and provided further in connection with any Limited Condition Acquisition, customary “SunGard” limitations with respect to representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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)apply; (iv) 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, the Administrative Agent and Paying Agent shall have received all other information required by the Borrowing Base Report for applicable Issuance Notice, and such other documents or information as the Business Day prior to Issuing Bank may reasonably require in connection with the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) as issuance of such Credit Date, no Key Person Event shall have occurred; and (vii) in accordance with the terms Letter 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 DiscretionCredit. Any Agent or Requisite the 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 Permitted Discretion good faith judgment of such Agent or Requisite Lenders the Required Lenders, such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. (a) The obligation of each Lender to make any Revolving Loan on any Credit Date the initial advance under the Note is subject to the satisfactionconditions precedent that, or waiver in accordance with Section 9.5, as of the following conditions precedent: date of such advance, Lender shall have received (i) Administrative Agentduly executed copies of each document listed on the last page hereof relating to the Loan, Paying Agent in form and Custodian shall have received a fully executed substance acceptable to Lender and delivered Funding Notice its legal counsel (all the documents listed on the last page hereof, together with a Borrowing Base Certificatethis Agreement and any other security documents relating to the Loan, evidencing sufficient Revolving Availability and any modifications thereof, are hereinafter collectively referred to as the "Loan Documents"), (ii) an origination fee of $140,000.00, as consideration for Lender's commitment to make advances under the Note, (iii) copies of all deeds of trust, mortgages and security documents related to the Real Estate Notes, and originals of all of the Real Estate Notes (hereinafter defined) properly endorsed to the order of Lender, (iv) Mortgagee Policies of Title Insurance issued with respect to the requested Revolving LoansReal Estate Notes endorsed for the benefit of Lender, (v) appraisals of all the Real Estate Collateral (as hereinafter defined) and the Real Estate Notes (as hereinafter defined), the principal amount of which exceeds $250,000, in form and content satisfactory to Lender, (vi) a Mortgagee Policy of Title Insurance for the Real Estate Collateral in form and content satisfactory to Lender, and a Borrowing Base Report;(vii) such other documents and certificates as Lender or Lender's counsel may reasonably request. (b) Lender's obligation to make advances under the Note shall be subject to the additional conditions precedent that, as of the date of such advance 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) both before all documents and after making any Revolving Loans requested on such Credit Dateproceedings shall be reasonably satisfactory to legal counsel for Lender, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) no condition or event exists which constitutes an Event of Default (as hereinafter defined) or which, with the lapse of such Credit Datetime and/or giving of notice, the representations and warranties contained herein and in the other 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, 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. Notwithstanding anything contained herein to the contrary, neither the Paying Agent nor the Collateral Agent shall be responsible or liable for determining whether any (iv) all conditions precedent to making a Loan set forth in subparagraph (a) above shall have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date is subject Prior to the satisfactionacceptance by the Buyer of any Timeshare Loan or the release of any funds therefor, or waiver in accordance with Section 9.5, of the following conditions precedent: must be satisfied on or prior to the related Sale Date (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability or on or prior to the first Sale Date with respect to the requested Revolving Loans, and a Borrowing Base Report;Section 5.2(k) below): (iia) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the all representations and warranties of the Seller contained herein and all information provided in the other Credit Documents Schedule of Timeshare Loans shall be true and correct in all material respects on and as of that Credit Date a Sale Date, and the Seller shall have delivered to the same extent as though made on Buyer an Officer’s Certificate to such effect; (b) all representations and as warranties of that datethe Seller in respect of the Timeshare Loans shall be true and correct; (c) immediately prior to the sale of any Timeshare Loan to the Buyer, the Seller shall have full legal and equitable title to such Timeshare Loan, free and clear of any Liens, other than those Permitted Liens; (d) the Seller shall have delivered or shall have caused the delivery of (A) the related Timeshare Loan Files to the Custodian and the Custodian shall have delivered a Custodian’s Certificate therefor pursuant to the Custodial Agreement, (B) the Timeshare Loan Servicing Files to the Servicer and (C) the related Schedule of Timeshare Loans to the Custodian, the Servicer, and the Buyer (notwithstanding anything in this Section 5.2(d) to the contrary, the delivery period set forth in the Custodial Agreement shall govern); (e) the Seller shall have caused to be delivered to the Buyer an Officer’s Certificate to the effect that (A) the representations and warranties which in each of the Transaction Documents made by the Seller are qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects on and as of the Sale Date as though made on and as of that Credit Date, except, in each casedate (or, to the extent such representations and warranties specifically relate to an earlier date, in which case that such representations and warranties shall have been were true and correct in all material respects, or true and correct in all respects, as the case may be respects on and as of such earlier date), provided, that (B) the representations Seller shall have performed in all respects all agreements and warranties in any Original Borrowing Base Certificate satisfied all conditions which this Agreement provides shall be excluded from performed or satisfied by them on or before the certification in this Section 3.3(a)(iiiSale Date and (C) to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii); no Timeshare Portfolio Performance Event, Servicer Termination Event or Purchase Termination Event (ivi) as of such Credit Date, no event shall have occurred and be continuing or would result from continuing, or, (ii) in the consummation case of any of the applicable Credit Extension that would constitute an Event of Default foregoing, as applicable, is reasonably expected to be reflected in the next succeeding Monthly Servicer Report, both before and after giving effect to the transactions contemplated to occur on or a Defaultabout the Sale Date; (vf) the Administrative Agent each transfer, assignment, sale and Paying Agent grant shall be evidenced by an Assignment of Mortgage. The Seller 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 all other information theretofore required or reasonably requested by the Buyer to be delivered by the Custodian, Seller or performed or caused to be performed all original or authoritative copies of all agreements related other obligations required to each Receivablebe performed, including all applicable Receivable Agreements filings, recordings and/or registrations as may be necessary in the opinion of the Buyer to establish and preserve the right, title and interest of the Buyer in the related Timeshare Loans; (including any counterpartsg) that areeach Timeshare Loan shall be an Eligible Timeshare Loan; (h) each Transaction Document shall be in full force and effect. All of the terms, on such Credit covenants, agreements and conditions of each Transaction Document to be complied with and performed by each party thereto, as the case may be, by the Sale Date, being transferred shall have been complied with in all material respects or otherwise waived by the Buyer; (i) such other documents, instruments, certificates and delivered to Company opinions as the Buyer (j) may reasonably request as set forth on the closing checklist are delivered; (k) the Buyer shall have received a Sale Notice pursuant to Exhibit E hereof; (l) the Asset Purchase AgreementBuyer shall have received from local counsel, written opinions dated not later than the first Sale Date and the Collateral Agent has received a Collateral Receipt in form 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 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 the requesting party confirming Buyer, covering each Resort in the satisfaction jurisdictions identified on Exhibit K to the effect that (A) the manner of any offering for sale of and the sale of timeshare estates in such Resorts complies with the requirements of the foregoing ifapplicable governmental authorities in such jurisdiction, (B) the form of purchase contract, obligor notes, mortgages (if applicable) are sufficient to create a valid and binding obligation of the purchaser, enforceable against such purchaser in accordance with its terms, (C) the timeshare loans are assignable by the holder thereof, (D) the form of Assignment of Mortgage, to the extent applicable, are in proper form for recording in such jurisdiction, and (E) the highest rate of interest that can be charged without violating usury laws; (m) no Timeshare Loan shall be subject to an annual percentage rate of interest (APR) reflected in the Permitted Discretion related truth-in-lending disclosure statement or similar disclosure form greater than the maximum prescribed by the National Credit Union Association, which Buyer represents is, as of such Agent the Closing Date, eighteen percent (18%); and (n) the weighted average FICO Score on all Timeshare Loans with a FICO Score in the applicable Sale Date Loan Pool must not be less than 700 for all Timeshare Loans originated thirty (30) or Requisite Lenders such request is warranted under the circumstances. Notwithstanding anything contained herein fewer days prior to the contraryrelated Sale Date and 675 for all Timeshare Loans originated more than thirty (30) days prior to the related Sale Date, neither and each Timeshare Loan, when aggregated with all other outstanding Timeshare Loans previously sold to the Paying Agent nor Buyer shall not cause the Collateral Agent weighted average FICO Score of all of the related Timeshare Loans to be less than 675; provided, however, that (i) non-United States resident Obligors do not require a FICO Score, and (ii) the sum of the Timeshare Loans that are (a) Timeshare Loans from United States resident Obligors without a FICO Score and (b) Timeshare Loans with a FICO Score equal to or greater than 575 and less than or equal to 599, shall be responsible or liable for determining whether any conditions precedent to making not exceed two and one half percent (2.5%) when the quotient of (x) the sum of the Sale Date Loan Balances of the Timeshare Loans in the applicable Sale Date Loan Pool and the Loan Balances (as of the end of the last Due Period) of the Timeshare Loans in the Aggregate Sale Date Loan Pool that meet the criteria set forth in the foregoing clauses (ii)(a) and (ii)(b), divided by (y) the sum of the Sale Date Loan Balances of all Timeshare Loans in the applicable Sale Date Loan Pool and the Loan Balances (as of the end of the last Due Period) of all Timeshare Loans in the Aggregate Sale Date Loan Pool, is expressed as a Loan have been satisfiedpercentage.

Conditions Precedent. 4.1 The obligation obligations of the Trust on behalf of each Lender of the Predecessor Fund and the Successor Fund to make any Revolving Loan on any Credit Date is effectuate the Reorganization shall be subject to the satisfaction, or waiver in accordance with Section 9.5, satisfaction of the following conditions precedentconditions: (i) Administrative Agent, Paying Agent and Custodian The Trust shall have received filed with the Securities and Exchange Commission (the "Commission") a fully executed registration statement on Form N-14 under the Securities Act of 1933, as amended (the "Securities Act") and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect such amendment or amendments thereto as are determined by the Board of Trustees of the Trust to be necessary and appropriate to effect the requested Revolving Loansregistration of the New Shares (the "Registration Statement"), and a Borrowing Base Reportthe Registration Statement shall have become effective, and no stop-order suspending the effectiveness of the Registration Statement shall have been issued, and no proceeding for that purpose shall have been initiated or threatened by the Commission (and not withdrawn or terminated); (ii) both before and after making any Revolving Loans requested on The applicable New Shares shall have been duly qualified for offering to the public in all states in which such Credit Date, qualification is required for consummation of the Total Utilization of Revolving Commitments shall not exceed the Borrowing Basetransactions contemplated hereunder; (iii) as of such Credit Date, the All representations and warranties of the Trust on behalf of the Predecessor Fund contained herein and in the other Credit Documents this Agreement shall be true and correct in all material respects on as of the date hereof and as of the Closing, with the same force and effect as if then made, and the Trust on behalf of the Successor Fund shall have received a certificate of an officer of the Trust acting on behalf of the Predecessor Fund to that Credit Date effect in form and substance reasonably satisfactory to the same extent as though made Trust on and as behalf of that date, other than those the Successor Fund; (iv) All representations and warranties which are qualified by materiality, of the Trust on behalf of the Successor Fund contained in which case, such representation and warranty this Agreement shall be true and correct in all material respects on as of the date hereof and as of the Closing, with the same force and effect as if then made, and the Trust on behalf of the Predecessor Fund shall have received a certificate of an officer of the Trust acting on behalf of the Successor Fund to that Credit Date, except, effect in each case, form and substance reasonably satisfactory 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 true and correct in all respects, as the case may be Trust on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation behalf of the applicable Credit Extension that would constitute an Event of Default or a DefaultPredecessor Fund; (v) The Trust on behalf of each of the Administrative Agent Predecessor Fund and Paying Agent the Successor Fund 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) an opinion from ▇▇▇▇▇▇▇ Procter LLP regarding certain tax matters in accordance connection 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedReorganization.

Conditions Precedent. The obligation several obligations of each Lender BSCL and any other Bridge Lender(s) under this Bridge Commitment Letter to make any Revolving Loan on any Credit Date is Bridge Loans are subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent: to: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; satisfaction of the conditions precedent set forth in Annex 3 hereto; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments our reasonable satisfaction that there shall not exceed have occurred or become known to us after the Borrowing Base; date hereof any event, development, condition or circumstance that has had or could reasonably be expected to have a material adverse effect on the Transactions or on the business, assets, property, condition (financial or otherwise), results of operations or prospects of the Target and its subsidiaries, taken as a whole; (iii) as our not becoming aware after the date hereof of such Credit Date, the representations any information or other material matter (including any matter relating to financial models and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of that Credit Date underlying assumptions relating to the same extent as though made on projections delivered to BSCL) affecting the Target or the Transactions that in our reasonable judgment is inconsistent in a material and as of that date, 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, adverse manner to the extent Target and its subsidiaries, taken as a whole, with any such representations and warranties specifically relate information or other matter disclosed to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii) us prior to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii); date hereof; (iv) as of such Credit Date, no event shall have occurred and be continuing after the date hereof that has caused or would result from could be reasonably expected to cause any material disruption or material adverse change, as determined by BSCL, in the consummation markets for bank debt, high yield debt or the financial or capital markets generally that, in the sole discretion of BSCL, could materially impair the syndication or funding of the applicable Credit Extension that would constitute an Event of Default or a Default; Bridge Loans and (v) the Administrative Agent negotiation, execution and Paying Agent shall have received the Borrowing Base Report for the Business Day prior delivery of definitive documentation with respect to the Credit Date Bridge Loans satisfactory to BSCL and its counsel on or before the earlier of (A) the date which shall be delivered on a pro forma basis for is 30 days after 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 then-operative termination date of the Custodial AgreementMerger Agreement and (B) February 28, Company has delivered2001, or caused including, without limitation, a definitive bridge loan agreement (the "BRIDGE LOAN AGREEMENT") covering the matters referred to be delivered to in this Bridge Commitment Letter and such other customary matters as the CustodianRequired Bridge Lenders (as defined in Annex 1 hereto) may reasonably request (collectively, 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied"BRIDGE FINANCING DOCUMENTS").

Conditions Precedent. The obligation Lender's execution and delivery of each Lender to make any Revolving this Agreement and the making of the Loan on any Credit Date is subject to the satisfaction, or waiver following conditions having been satisfied in accordance with Section 9.5, the opinion of the following conditions precedentLender on or prior to the Closing Date: (ia) Administrative AgentEach of this Agreement and the other Loan Documents shall have been duly authorized and executed with original counterparts thereof delivered to the Lender. (b) The Borrower and Guarantor shall have delivered to Lender evidence of good standing, Paying Agent certificates of incumbency and Custodian duly certified resolutions of their respective Boards of Directors and all such other corporate documentation authorizing each to enter into the transactions contemplated by this Agreement and the other Loan Documents. (c) The Lender shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificateopinions from Bake▇ & ▇ost▇▇▇▇▇, evidencing sufficient Revolving Availability with respect ▇▇unsel to the requested Revolving LoansBorrower and the Guarantor, and a Borrowing Base Report;an opinion of its special counsel, Gardere Wynn▇ ▇▇▇▇▇▇ & ▇igg▇, ▇.L.P., each in form and substance satisfactory to the Lender. (iid) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the The representations and warranties contained herein in Article III of this Agreement and in the each other Credit Documents Loan Document 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 such representations and warranties had been made on and as of that such date, other than those representations and warranties which are qualified by materiality, no Event of Default specified in which case, such representation Article IV hereof 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as of such Credit Date, no event which, with the lapse of time or the notice and lapse of time specified in Article IV hereof, would become such an Event of Default, shall have occurred and be continuing or would result from shall have occurred at the consummation completion of the applicable Credit Extension that would constitute an Event making of Default or a Default; (v) the Administrative Agent Loan, and Paying Agent the Lender shall have received satisfactory certificates signed by a Responsible Officer of the Borrowing Base Report for Borrower or the Business Day prior Guarantor, as to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder;all questions of fact involved in this condition. (vie) The Lender shall have received, reviewed and accepted the audited consolidated financial statements of the Guarantor dated as of such Credit Datethe period ending on December 31, no Key Person Event shall have occurred; and (vii) 1995, prepared in accordance with generally accepted United States accounting principles. (f) There shall have been no material adverse change in the terms business, financial condition or operations of the Custodial AgreementBorrower or the Guarantor since December 31, Company 1995. (g) The Lender shall have received evidence that the person specified to act as agent for service of process for the Borrower, pursuant to Section 5.03 has deliveredagreed to so act. (h) The Lender shall have received a certificate of Borrower signed by an officer in charge of environmental affairs and safety as to compliance by the Borrower with all environmental, or caused to be delivered safety and public health laws and regulations applicable to the CustodianBorrower, without limitation of the foregoing, all original other laws and regulations affecting 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 relating to the Asset Purchase AgreementRigs, and the Collateral Agent non-compliance with which would have a material adverse effect on the business, properties or condition (financial or otherwise) of any thereof. (i) The Lender shall have received evidence satisfactory to it that the Borrower has received a Collateral Receipt and Exception Report from good title to all of the CustodianRigs, which Collateral Receipt and Exception Report is acceptable to the Collateral Agent in its Permitted Discretion. Any Agent or Requisite Lenders shall be entitledincluding, but not obligated limited to, request the Rigs previously owned by the Guarantor and receivecovered by the Security Agreement dated as of March 14, prior to 1995, as amended. (j) The Borrower shall have provided evidence of insurance maintained by the making Borrower and approved by the Lender on the Rigs as required by Article 5 of any Credit Extensionthe Security Agreement. (k) The Lender shall have received banking references respecting the Borrower's affairs which, additional information reasonably in the sole discretion of the Lender, are satisfactory to the requesting party confirming Lender. (l) The Security Agreement shall have been duly executed and delivered and shall create a first priority lien on the satisfaction of any Rigs under the laws of the foregoing if, in the Permitted Discretion State of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedTexas.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan This Amendment shall become effective on any Credit Date is subject to the satisfaction, or waiver in accordance with Section 9.5, date when all of the following conditions precedent:conditions, the satisfaction of each of which is a condition precedent to the effectiveness of this Amendment, shall have occurred or shall have been waived in writing by Lender. (ia) Administrative Agent, Paying Agent and Custodian Lender shall have received for its own account payment in cash of a non-refundable fee in the amount of $30,000. The Lender acknowledges and agrees that the Borrowers shall not be obligated to pay any additional amendment fee or similar charge on account of or in connection with the execution and delivery of an amendment to the Loan Agreement, a primary purpose of which is to implement the 2005 Covenants. (b) Lender shall have received and reviewed to its reasonable satisfaction fully executed counterparts or originals of each of this Amendment and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect Certificate of the Secretary or Assistant Secretary of Borrower (A) relating to the requested Revolving Loansadoption of resolutions by Borrower's Board of Directors and the Class B Common Stockholders of the Parent (the "Class B Stockholders") approving this Amendment, (B) certifying that no amendments have been made to Borrower's Certificate of Incorporation as amended, and a Borrowing Base Report;Borrower's by-laws, as amended, since May 2, 2001, and (C) further certifying the names and incumbency of officers of Borrower authorized to sign this Amendment and the names and validity of signatures of such officers. (iic) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the All representations and warranties contained herein and set forth in the other Credit 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 Event of that date, 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as of such Credit Date, no event Default shall have occurred and be continuing continuing. (d) No event or would result development shall have occurred since the date of the financial statements of Borrower for the year-to-date period ended in, and for the month of, July, 2003, which event or development has had or is reasonably likely to have a Material Adverse Effect. (e) Lender shall have received a certificate from Borrower, executed by its president and chief operating officer as to the truth and accuracy of paragraphs (c), (d) and (g) of this Section Two. (f) 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 Lender and its counsel, and Lender and its counsel shall have received all information and copies of all documents which Lender and 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. (g) There shall be no action, suit or proceeding pending or to Borrower's knowledge overtly threatened against Borrower before any court (including any bankruptcy court), arbitrator or governmental or administrative body or agency which challenges or relates to the consummation of this Amendment or the applicable Credit Extension that would constitute an Event of Default or a Default;other transactions contemplated herein. (vh) the Administrative Agent and Paying Agent Lender shall have received the Borrowing Base Report for the Business Day prior to the Credit Date which shall such further agreements, consents, instruments and documents as may 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, necessary 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 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, proper in the Permitted Discretion reasonable opinion of such Agent or Requisite Lenders such request is warranted under Lender and its counsel to carry out the circumstances. 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 Loan have been satisfiedprovisions and purposes of this Amendment.

Conditions Precedent. The obligation of each Lender the Lenders to make any Revolving Loan Loan, on any Credit Date Date, including on or after the ClosingSixth Amendment Effective Date, is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent: (i) 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 ClosingSixth Amendment Effective Date shall be deemed satisfactory to the Administrative Agent) and no provision thereof shall have been amended, Paying restated, supplemented, modified or waived in any respect determined by the Administrative Agent and Custodian to be material, in each case, without the consent of the Administrative Agent. (ii) the Administrative Agent shall have received a fully executed and delivered Funding Notice from the applicable Borrower together with a Borrowing Base CertificateCertificate prior to 11:00 a.m. (Chicago, Illinois time) on the requested Credit Date, evidencing sufficient Revolving Commitment Availability with respect to the requested Revolving LoansLoan 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 a Borrowing Base Report; with respect to each Contract, (ii1) both before 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 after making (5) any Revolving Loans other information reasonably requested on by the Administrative Agent with respect to such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other 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, 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, 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 respectsrespects (where not already qualified by materiality, or true and correct otherwise in all respects, as the case may be ) on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 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 the Collateral Agent shall have occurred; andreceived 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 Custodial Backup Servicing Agreement, Company has the applicable Borrower shall have delivered, or caused to be delivered delivered, to the CustodianBackup Servicer, all original or authoritative imaged copies of all agreements the Verified Documents and the related Lender Report, and (to each Receivablethe extent required pursuant to the Backup Servicing Agreement) the Administrative Agent shall have received a Verified Receivables Report from the Backup Servicer, including all applicable Receivable Agreements which Verified Receivables Report is acceptable to the Administrative Agent in its sole discretion; (including any counterpartsviii) that are, 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, being transferred and delivered to Company 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)iii) or Section 5.11(c)(iii), as applicable; and (xiii) none of the Asset Purchase AgreementReceivables to be sold to the applicable 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), and 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 Collateral Agent has received a Collateral Receipt and Exception Report from the Custodianresidents of such state, which Collateral Receipt and Exception Report is acceptable formal inquiry, investigation, legal action or proceeding has not been resolved prior to the Collateral Agent in its Permitted Discretionsuch Credit Date. Any Agent or 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 Permitted Discretion good faith judgment of such Agent or Requisite Lenders Agent, such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender the Lenders to make any Revolving Loan Loan, on any Credit Date Date, including the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent: (i) 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, Paying restated, supplemented, modified or waived in any respect determined by the Administrative Agent and Custodian to be material, in each case, without the consent of the Administrative Agent. (ii) the Administrative Agent shall have received a fully executed and delivered Funding Notice together with a Borrowing Base CertificateCertificate two (2) Business Days prior to such Credit Date, evidencing sufficient Revolving Commitment Availability with respect to the requested Revolving LoansLoan 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 a Borrowing Base Report; with respect to each Contract, (ii1) both before 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 after making (5) any Revolving Loans other information reasonably requested on by the Administrative Agent with respect to such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties made by the applicable Credit Parties contained herein and in the other 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 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 the Collateral Agent shall have occurred; andreceived 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 Custodial Backup Servicing Agreement, Company has the Borrower shall have delivered, or caused to be delivered delivered, to the CustodianBackup Servicer, all original or authoritative imaged copies of all agreements the Verified Documents and the related Receivables Report, and (to each Receivable, including all applicable Receivable Agreements (including any counterparts) that are, on such Credit Date, being transferred and delivered to Company the extent required pursuant to the Asset Purchase Backup Servicing Agreement, ) the Administrative Agent shall have received a Verification Report and the Collateral Agent has received a Collateral Receipt and Exception Verified Receivables Report from the CustodianBackup Servicer, which Collateral Receipt Verification Report and Exception Verified Receivables Report is acceptable to the Collateral Administrative Agent in its Permitted Discretion. Any Agent or Requisite Lenders sole discretion (it being acknowledged and agreed that verifications shall be entitledperformed concurrently with funding); (ix) no Closing Date Material Adverse Change shall have occurred; (x) with respect to any Loan to be advanced against the Maximum Advance Amount (Credit Cards), 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 no Tier 1no Tier 2 Collateral Performance Trigger of the foregoing iftype described in item 2 of Appendix E-1 shall have occurred and be continuing; (xi) no Tier 2 Collateral Performance Trigger shall have occurred and be continuing unless (A) such Tier 2 Collateral Performance Trigger occurred solely as a result of a breach of item 2, in 5, 6 or 9 of Appendix E-2 and (B) the Permitted Discretion Credit Card Receivables pledged hereunder as of such Agent or Requisite Lenders such request is warranted under Credit Date do not exceed the circumstances. 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 Loan have been satisfied.Credit Card Receivables Threshold;

Conditions Precedent. The obligation Each Commitment Party’s commitment hereunder and each Lead Arranger’s agreement to perform the services described herein are subject only to the satisfaction of each Lender to make any Revolving Loan on any Credit Date is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent: (ia) Administrative Agentthe negotiation, Paying Agent execution and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability delivery of definitive documentation with respect to the requested Revolving LoansTranche B 2021 Term Facility and, if applicable, the Bridge Facility by the Loan Parties (the “Facilities Documentation”), which shall be prepared by counsel for the Commitment Parties based upon, and a Borrowing Base Reportconsistent with, the terms set forth in this Commitment Letter (including the Annexes hereto), subject to the “market flex” provisions set forth in the Fee Letter, and otherwise reasonably satisfactory to the Commitment Parties and Parent but shall be subject to the Documentation Principles (as defined below); (iib) both before except as otherwise expressly disclosed in the Company SEC Reports (as defined in the Acquisition Agreement as in effect on the date hereof) filed prior to the date hereof (other than (A) any information that is contained solely in the “Risk Factors” section of such Company SEC Reports and after making (B) any Revolving Loans requested forward-looking statements, or other statements that are similarly predictive or forward-looking in nature, contained in such Company SEC Reports) or as set forth in the corresponding sections or subsections of the Company Disclosure Schedule dated the date hereof and heretofore delivered to the Lead Arrangers (or, pursuant to Section 10.2(b) of the Acquisition Agreement as in effect on the date hereof, as set forth in any section or subsection of such Credit DateCompany Disclosure Schedule to the extent the applicability thereof is readily apparent from the face of such Company Disclosure Schedule), the Total Utilization of Revolving Commitments since December 31, 2013, there shall not exceed have been any Company Material Adverse Effect (as defined in the Borrowing BaseAcquisition Agreement as in effect on the date hereof); (c) the payment of fees pursuant to the Fee Letter that are due and payable on or prior to the Closing Date and the reimbursement of expenses pursuant to this Commitment Letter for which, if applicable, reasonably detailed invoices have been delivered prior to the Closing Date; and (d) the other conditions expressly set forth in (i) “Conditions Precedent to Initial Borrowing” in Annex I to this Commitment Letter, (ii) “Conditions Precedent” in Annex II-A to this Commitment Letter and (iii) Annex III to this Commitment Letter. It is understood that, with respect to guarantees and collateral, paragraph 5 in ▇▇▇▇▇ ▇▇▇ to this Commitment Letter is the only condition precedent. The provisions of paragraph 5 in Annex III to this Commitment Letter are referred to herein as of such Credit Datethe “Funds Certain Provisions”. In addition, notwithstanding anything in this Commitment Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Acquisition to the contrary, (a) the only representations and warranties contained herein and in relating to Parent, the other Credit Documents Borrower or Saturn or their respective businesses or subsidiaries the accuracy of which shall be true and correct in all material respects on and as of that Credit Date a condition to the same extent as though made funding of the Facilities on and as of that date, other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty the Closing Date shall be true and correct in all respects on and as of that Credit Date, except, in each case, to the extent (i) such representations and warranties specifically relate made by Saturn in the Acquisition Agreement as are material to an earlier datethe interests of the Commitment Parties, in which case such representations and warranties shall have been true and correct in all material respects, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii) but only to the extent that Parent or AcquireCo has the right to terminate its obligations under the Acquisition Agreement as a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii); (iv) as result of a breach of such Credit Daterepresentations in the Acquisition Agreement or to the extent the accuracy of such representations or warranties is a condition precedent to the obligations of Parent or AcquireCo under the Acquisition Agreement (to such extent, no event shall have occurred the “Specified Acquisition Agreement Representations”) and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default; (vii) 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied.Specified

Conditions Precedent. The obligation obligations of the Underwriter to purchase and pay for the Securities shall be subject, in the Underwriter's sole discretion, to the accuracy of the representations and warranties of the Company contained herein as of the date hereof and as of each Lender to make any Revolving Loan Closing Date, as if made on any Credit Date is subject and as of each Closing Date, to the satisfactionaccuracy of the statements of the Company's officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment shall have been declared effective not later than 6:00 P.M. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 4:30 P.M. New York City time on such date, or waiver 12:00 Noon New York City time on the business day following the day on which the public offering price was determined, if such determination occurred after 4:30 P.M. New York City time on such date, and if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the time confirmations are sent or given as specified by Rule 462(b)(2), or such later time and date as shall have been consented to by the Underwriter; if required, the Prospectus and any amendment or supplement thereto shall have been filed with the Commission in accordance with Section 9.5, the manner and within the time period required by Rule 424(b) under the Securities Act; no stop order suspending the effectiveness of the following conditions precedentRegistration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Underwriter, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Underwriter shall have received a legal opinion from Clifford Chance US LLP, counsel for the Company, dated the Closing Date, to the effect that: (i) Administrative Agentthe Registration Statement is effective under the Securities Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued and, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loansbest knowledge of such counsel, and a Borrowing Base Reportno proceedings for that purpose are pending or threatened by the Commission; (ii) both before the Original Registration Statement and after making each amendment thereto, any Revolving Loans requested on Rule 462(b) Registration Statement and the Prospectus (in each case, including the documents incorporated by reference therein but not including the financial statements and other financial information contained therein, as to which such Credit Datecounsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Securities Act, the Total Utilization Exchange Act, the Trust Indenture Act and the respective rules and regulations of Revolving Commitments shall not exceed the Borrowing BaseCommission thereunder; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of counsel has no reason to believe that Credit Date to the same extent as though made on and as of that date, 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 other than the extent such representations financial statements 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 true and correct in all respectsother financial information contained therein, as the case may be on and as of to which such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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)(iicounsel need express no opinion); (iv) 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 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date is subject Dealer Managers shall, by notice to the satisfactionRepublic (and in the case of paragraph (m) below, only after consultation with the Republic), be entitled to withdraw as Dealer Managers in connection with the Offer at any time if any of the conditions set forth in this Section 10 is not met, has not been satisfied or waived by the Dealer Managers and cannot be satisfied on or before the Expiration Date, or waiver the Settlement Date, as applicable, and the obligations of the Dealer Managers hereunder shall at all times be subject, in accordance their discretion, to the conditions that: (a) All representations and warranties and other statements of the Republic contained herein are now, and at all times during the Offer and until the Settlement Date will be, true and correct in all material respects. (b) The Republic at all times during the Offer shall have performed all of its respective obligations hereunder theretofore required to have been performed. (c) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall be in effect on the Commencement Date, the Expiration Date and the Settlement Date and no proceedings for that purpose shall be pending before, or threatened by, the Commission on the Commencement Date, the Expiration Date, and the Settlement Date and the Dealer Managers shall have received, on each of the Commencement Date and the Settlement Date, certificates dated, respectively, the Commencement Date and the Settlement Date and signed by a duly authorized officer of the Republic to the effect that no such stop order is in effect and that no proceedings for such purpose are pending before or, to the knowledge of the Republic, threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction. (d) On each of the Commencement Date and the Settlement Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, your United States counsel, shall have furnished to you, as Dealer Managers, such written opinions and letter, dated the respective date of delivery thereof, with respect to the validity of the Agreements, the Registration Statement, the Disclosure Package and the Prospectus and such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters, in substantially the form of ▇▇▇▇▇ ▇. In rendering their opinions, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may rely as to all matters of Chilean law upon the opinions referred to in paragraphs (e) and (f) of this Section 9.510. (e) On each of the Commencement Date and the Settlement Date, Garrigues Chile Limitada, your special Chilean counsel, shall have furnished to you, as Dealer Managers, such written opinions and letter, dated the respective date of delivery thereof, with respect to the validity of the Agreements, the Registration Statement and the Prospectus and such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters, in substantially the form of Annex II. In rendering such opinion, such counsel may rely as to all matters of United States Federal and New York law upon the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP referred to in paragraph (d) of this Section 10. (f) On each of the Commencement Date and the Settlement Date, ▇▇▇▇▇▇▇ y Besa Abogados Limitada, special Chilean counsel to the Republic, shall have furnished to you their written opinions and letter, dated the respective date of delivery thereof in substantially the form of ▇▇▇▇▇ ▇▇▇ attached hereto. In rendering such opinion, such counsel may state that his opinion is limited to matters of Chilean law and may rely as to all matters of United States federal and New York law upon the opinion of ▇▇▇▇▇▇▇▇▇▇ LLP referred to in paragraph (g) of this Section 10. (g) On each of the Commencement Date and the Settlement Date, Linklaters LLP United States counsel for the Republic, shall have furnished to you their written opinions and letter, dated the respective date of delivery thereof in substantially the form of ▇▇▇▇▇ ▇▇ attached hereto. In rendering such opinions, such counsel may state that their opinions are limited to the federal laws of the United States and the laws of the State of New York and may rely as to all matters of Chilean law upon the opinions of ▇▇▇▇▇▇▇ y ▇▇▇▇ ▇▇▇▇▇▇▇▇ Limitada, referred to in paragraph (f) of this Section 10. (h) On or prior to the Settlement Date, there will have been delivered to you as Dealer Managers (i) certified copies of the Decree, together with a certified English translation thereof, and (ii) certified copies, together with certified English translations thereof, of all approvals, authorizations, consents and orders required for the following conditions precedent:issuance and exchange of the New Notes and the execution of this Agreement and the Decree, and all such approvals, authorizations, consents and orders shall be in full force and effect. (i) Administrative AgentOn each of the Commencement Date and the Settlement Date, Paying Agent there will have been delivered to you as Dealer Managers certificates of duly authorized officials of the Republic, dated the Commencement Date and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificatethe Settlement Date, evidencing sufficient Revolving Availability with respect respectively, to the requested Revolving Loans, and a Borrowing Base Report; following effect (iix) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and of the Republic in the other Credit Documents shall be this Agreement are true and correct in all material respects on with the same effect as though such representations and warranties had been made at and as of that Credit Date to the same extent as though made on and as respective date of that date, such certificate (other than those such 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 made as of that Credit Date, except, in each case, a specified date or which are already qualified as to the extent such representations and warranties specifically relate to an earlier datemateriality, in which case such representations and warranties are true and correct), (y) the Republic has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the respective date of such certificate and (z) no proceeding has been initiated, or to the best of his or her knowledge, threatened, to restrain or enjoin the Offer or the issuance or delivery of the New Notes by the Republic pursuant to the Offer or in any manner to question the laws, proceedings, directives, resolutions, approvals, consents or orders under which the Offer will be effected or pursuant to which the New Notes will be issued or to question the validity of the Offer or the New Notes and none of said laws, proceedings, directives, resolutions, approvals, consents or orders has been repealed, revoked or rescinded in whole or in part. (j) There shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded to any of the debt securities of the Republic by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act. (k) On or prior to the Settlement Date, there shall have been true delivered to you as Dealer Managers, in form and correct in all material respectssubstance satisfactory to you, certificates of duly authorized officials of the Republic as to the authority, incumbency and specimen signatures of the persons who have executed or true will execute this Agreement, the New Notes and correct in all respects, the other instruments and documents to be executed and delivered hereunder and thereunder by the Republic as the case may be on be, and such other documents, opinions and certificates as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iiiyou or your counsel may reasonably require. (l) Subsequent to the extent execution and delivery of this Agreement and on or prior to the Commencement Date or the Settlement Date there shall not have occurred any of the following: (i) in the opinion of the Dealer Managers, a Replacement Borrowing Base Certificate has been delivered change in substitute thereof Chilean, United States or international financial, political or economic conditions as would in accordance with Section 2.1(c)(ii); the Dealer Managers’ reasonable judgment be likely to prejudice materially the success of the Offer; (ii) a suspension or material limitation of trading in (a) securities generally on the Stock Exchange or (b) the debt securities of the Republic in the United States; (iii) a major disruption in the settlement or clearance of debt securities services in the United States and such event shall continue until at least the business day preceding the Settlement Date; or (iv) a banking moratorium declared by either federal or New York state or Chilean authorities and any such event shall make it impractical to proceed with the Offer. (m) The Republic shall have furnished to the Dealer Managers on the Settlement Date such further information, certificates and documents and agreements as of such Credit the Dealer Managers may reasonably request. (n) On the Settlement Date, no event the Republic shall have occurred tender the New Notes for Delivery. The Dealer Managers may waive at their sole discretion and be continuing or would result from the consummation of the applicable Credit Extension that would constitute 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) upon terms 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 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 they deem appropriate any of the foregoing if, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedset forth above.

Conditions Precedent. (a) The obligation of each Lender to make any fund the Revolving Loan on any Credit Date Loans is subject to the satisfaction, satisfaction or waiver in accordance with Section 9.5, on or before the Closing Date of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian Lender shall have received a fully executed originals of each of the Loan Documents, agreement, opinions, reports, approvals, consents, certificates and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect other documents set forth on the closing document list attached hereto as Schedule 6.1 (a) in form and substance acceptable to the requested Revolving Loans, and a Borrowing Base Reportit in its sole discretion; (ii) both before Since December 31, 1998, no event shall have occurred which has had or could reasonably be expected to have a material adverse effect on Holding or Borrowers' financial condition, operations or ability to pay and after making any Revolving Loans requested on such Credit Dateperform the Obligations ("Material Adverse Effect"), the Total Utilization of Revolving Commitments shall not exceed the Borrowing Baseas determined by Lender in its sole discretion; (iii) as Lender shall have received all fees and other amounts due and payable by Borrowers on or prior to the Closing Date, including the reasonable fees and expenses of such Credit counsel to Lender payable pursuant to Section 8.2; (iv) The Security Agreement and/or any and all financing statements with respect thereto shall have been appropriately filed to the satisfaction of Lender; Lender shall have received UCC searches and/or other Lien searches satisfactory to Lender; and the priority and perfection of the Liens created by the Security Agreement in favor of Lender shall have been established to the satisfaction of Lender; and (v) Borrowers shall have available borrowing capacity under the advance formulas set forth in Section 2.1(a) of not less than $250,000 after application of loan proceeds required to repay in full all outstanding indebtedness secured by a Lien senior to the Lien of Lender and to retain all outstanding vendor obligations in excess of their required payment terms. (b) After the Closing Date, the obligation of Lender to make any requested Revolving Loans is subject to the satisfaction of the conditions precedent set forth below. Each such request shall constitute a representation and warranty that such conditions are satisfied: (i) All representations and warranties contained herein in this Agreement and in the other Credit Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent date of such request, as though made on and as of that dateif then made, 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 solely to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (ivii) 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 No Event of Default shall then exist or would exist as a Default; (v) result of the Administrative Agent and Paying Agent shall have received making of 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 occurredrequested loan or advance; and (viiiii) in accordance with the terms of the Custodial AgreementSince December 31, Company 1998, no event has delivered, occurred which has had or caused could reasonably be expected 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 have 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedMaterial Adverse Effect.

Conditions Precedent. The obligation Lender is not obligated to fund the initial Borrowing unless (a) Lender has received all of each the items described in Schedule 6; (b) Lender and its counsel have completed due diligence satisfactory to make any Revolving Loan on any Credit Date is subject each, including without limitation, a review of financial projections of Borrower, including statements of income, balance sheets, and cash flow statements; (c) Lender has received and reviewed to its satisfaction the Compliance Certificate (with all attachments) delivered by Borrower to the satisfaction"Agent" and "Lender" as required under the CIBC Credit Agreement for the quarter ended September 30, 1999, certified by a senior financial officer of Borrower. In addition, Lender is not obligated to fund (as opposed to continue or waiver in accordance with Section 9.5, of convert) any Borrowing unless on the following conditions precedent: applicable Borrowing Date (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect after giving effect to the requested Revolving Loans, and Borrowing): (w) Lender timely receives a Borrowing Base Report; Request or Conversion Notice, as the case may be; (iix) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization all of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents and the CIBC Credit Documents shall be Agreement are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or expressly permitted by this agreement); (y) no Material Adverse Event, Default, or Potential Default exists; and as of that Credit Date to the same extent as though made on and as of that date(z) no limitation in Section 2.1 is exceeded. Each Borrowing Request, other than those representations and warranties which are qualified by materialityhowever delivered, in which case, such constitutes Borrower's 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties conditions in any Original Borrowing Base Certificate clauses (w) through (z) above are satisfied. Upon Lender's request, Borrower shall be excluded from the certification in this Section 3.3(a)(iii) deliver to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii); (iv) 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 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 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 Lender evidence substantiating any of the foregoing if, matters in the Permitted Discretion of such Agent or Requisite Lenders such request Loan Documents that are necessary to enable Borrower to qualify for the Borrowing. Each condition precedent in this agreement (including, without limitation, those on Schedule 6) is warranted under the circumstances. Notwithstanding anything contained herein material to the contrarytransactions contemplated by this agreement, neither and time is of the Paying Agent nor the Collateral Agent shall be responsible or liable for determining whether any conditions precedent essence with respect to making a Loan have been satisfiedeach condition precedent.

Conditions Precedent. 4.1 The obligation obligations of the JAD Trust on behalf of each Lender Predecessor Fund and the JIF Trust on behalf of each Successor Fund to make any Revolving Loan on any Credit Date is effectuate the Reorganization shall be subject to the satisfaction, or waiver in accordance with Section 9.5, satisfaction of the following conditions precedentwith respect to such Reorganization: (i) Administrative Agent, Paying Agent and Custodian The JIF Trust shall have received filed with the Securities and Exchange Commission (the "Commission") a fully executed registration statement on Form N-14 under the Securities Act of 1933, as amended (the "Securities Act") and delivered Funding Notice together with a Borrowing Base Certificatesuch amendment or amendments thereto as are determined by the Board of Trustees of the JIF Trust and/or JCM to be necessary and appropriate to effect the registration of the [Class A, evidencing sufficient Revolving Availability with respect to Class C, Class I, Class R and Class S] Successor Fund Shares (the requested Revolving Loans"Registration Statement"), and a Borrowing Base Reportthe Registration Statement shall have become effective, and no stop-order suspending the effectiveness of the Registration Statement shall have been issued, and no proceeding for that purpose shall have been initiated or threatened by the Commission (and not withdrawn or terminated); (ii) both before The applicable [Class A, Class C, Class I, Class R and after making any Revolving Loans requested on Class S] Successor Fund Shares shall have been duly qualified for offering to the public in all states in which such Credit Date, qualification is required for consummation of the Total Utilization of Revolving Commitments shall not exceed the Borrowing Basetransactions contemplated hereunder; (iii) as of such Credit Date, the All representations and warranties of the JAD Trust on behalf of the Predecessor Fund contained herein and in the other Credit Documents this Agreement shall be true and correct in all material respects on as of the date hereof and as of the Closing, with the same force and effect as if then made, and the JIF Trust on behalf of the Successor Fund shall have received a certificate of an officer of the JAD Trust acting on behalf of the Predecessor Fund to that Credit Date effect in form and substance reasonably satisfactory to the same extent as though made JIF Trust on and as behalf of that date, other than those the Successor Fund; (iv) All representations and warranties which are qualified by materiality, of the JIF Trust on behalf of the Successor Fund contained in which case, such representation and warranty this Agreement shall be true and correct in all material respects on as of the date hereof and as of the Closing, with the same force and effect as if then made, and the JAD Trust on behalf of the Predecessor Fund shall have received a certificate of an officer of the JIF Trust acting on behalf of the Successor Fund to that Credit Date, except, effect in each case, form and substance reasonably satisfactory 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 true and correct in all respects, as the case may be JAD Trust on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation behalf of the applicable Credit Extension that would constitute an Event of Default or a DefaultPredecessor Fund; (v) The JIF Trust and the Administrative Agent and Paying Agent JAD Trust shall have received the Borrowing Base Report for the Business Day prior opinion of Dechert LLP addressed to each of them substantially to the Credit Date which effect that, based upon certain facts, assumptions, and representations, the transaction contemplated by this Agreement shall be delivered on constitute a pro forma basis tax-free reorganization for the first Credit Date hereunder; (vi) as Federal income tax purposes. The delivery of such Credit Dateopinion is conditioned upon receipt by Dechert LLP of representations it shall request of JCM, 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, JIF Trust 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstancesJAD Trust. Notwithstanding anything contained herein to the contrary, neither the Paying Agent JIF Trust nor the Collateral Agent JAD Trust may waive the condition set forth in this paragraph; (vi) Unless otherwise determined by the officers of the Predecessor Fund, the Predecessor Fund shall be responsible have declared and paid a distribution or liable distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income and all of its net realized capital gains, if any, for determining whether the period from the close of its last fiscal year to 4:00 p.m. New York Time on the Closing; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed; and (vii) The conditions precedent to making a Loan (A) each of the Preexisting Fund Reorganizations and (B) each of the Shell Reorganizations shall have been satisfied, unless the Board of Trustees of the JAD Trust and/or the JIF Trust shall have waived this condition and deemed it to be in the best interests of the Predecessor Fund that the Reorganization should proceed.

Conditions Precedent. The obligation amendments to the Loan Agreement contained in this Amendment No. 6 shall only be effective upon the satisfaction of each Lender to make any Revolving Loan on any Credit Date is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent:precedent in a manner satisfactory to Administrative and Collateral Agent (the “Amendment No. 6 Effective Date”): (ia) Administrative Agentand Collateral Agent shall have received counterparts of this Amendment No. 6, Paying duly authorized, executed and delivered by Borrowers and Guarantors; (b) Administrative and Collateral Agent and Custodian shall have received a fully executed true and delivered Funding Notice together with a Borrowing Base Certificatecorrect copy of each consent, evidencing sufficient Revolving Availability with respect waiver or approval (if any) to the requested Revolving Loansor of this Amendment No. 6, which Borrowers and Guarantors are required to obtain from any other Person, and a Borrowing Base Reportsuch consent, approval or waiver (if any) shall be in form and substance reasonably satisfactory to Administrative and Collateral Agent; (iic) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization all of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and set forth in the Loan Agreement and the other Credit Documents Financing Agreements, each as amended by Amendment No. 6, shall be true and correct in all material respects on and as of that Credit Date to the same extent date hereof, as though if made on and as of that datethe date hereof, 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, except to the extent any such representations and warranties specifically relate to an earlier representation or warranty is made as of a specified date, in which case such representations and warranties representation or warranty shall have been true and correct in all material respects, or true and correct in all respects, as the case may be on and respects as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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);; and (ivd) as no Default or Event of such Credit Date, no event Default shall exist or have occurred and be continuing continuing. (e) the increase in the Revolving Loan Threshold Limit on the Amendment No. 6 Effective Date shall not violate any applicable law, regulation or would result from the consummation order or decree of the applicable Credit Extension that would constitute an Event of Default any court or a Defaultother Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently; (vf) the Administrative Agent and Paying Agent there shall have received been paid to each Eligible Transferee providing an additional Commitment in connection with such increase in the Borrowing Base Report for Revolving Loan Threshold Limit all fees due and payable to such Eligible Transferee on or before 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 effectiveness of such Credit Date, no Key Person Event shall have occurredincrease; and (viig) there shall have been paid to Administrative and Collateral Agent, for the account of the Administrative and Collateral Agent and Lenders (in accordance with the terms of the Custodial Agreement, Company has delivered, or caused to be delivered to the Custodian, any agreement among them) all original or authoritative copies of all agreements related to each Receivable, including all applicable Receivable Agreements fees and expenses (including any counterpartsreasonable fees and expenses of counsel) that are, on such Credit Date, being transferred due and delivered to Company payable 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 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 Financing Agreements on or before the Permitted Discretion effectiveness of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedincrease.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date is Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 9.510.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base ReportNotice; (ii) both before and after After making any Revolving Loans the Credit Extensions requested on such Credit Date, (x) the Total Utilization of Revolving Commitments shall not exceed the Borrowing BaseRevolving Commitments then in effect, (y) in the case of Multi-Draw Term Loans, sufficient Multi-Draw Term Loan Commitments remain for such requested Loan, and (z) Availability would be $0 or greater; (iii) as As of such Credit Date, the representations and warranties contained herein and in the other 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date; provided that, providedin each case, that the such materiality qualifier shall not apply to any representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii) to the extent a Replacement Borrowing Base Certificate has been delivered already qualified or modified by materiality or similar concept in substitute thereof in accordance with Section 2.1(c)(ii)the text thereof; (iv) 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 an Event of Default or a Default; (v) The Chief Financial Officer of the Companies shall have delivered an Officer’s Certificate representing and warranting and otherwise demonstrating and calculating to the satisfaction of 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) that, as of such Credit Date, no Key Person Event shall have occurred; and (vii) in accordance the Companies reasonably expect, after giving effect to the proposed borrowing and based upon good faith determinations and projections consistent with the terms Financial Plan, to be in compliance with all operating and financial covenants set forth in this Agreement as of the Custodial Agreementlast day of the current Fiscal Quarter, Company has delivered, or caused to be delivered (1) the Total Leverage Ratio determined as of such date after giving effect to the Custodiancontemplated Credit Extension shall not exceed the maximum Total Leverage Ratio permitted as of the last day of the immediately preceding Fiscal Quarter pursuant to Section 6.8(c), all original or authoritative copies (2) the Senior Leverage Ratio determined as of all agreements related such date after giving effect to each Receivablethe contemplated Credit Extension shall not exceed the Leverage Incurrence Multiple in effect at such time, including all applicable Receivable Agreements (including any counterparts3) that are, after making the Credit Extension requested on such Credit Date, being transferred Availability would be $0 or greater and delivered (4) after giving effect to Company pursuant such Credit Extension and any permitted use of proceeds therefor on such Credit Date, the aggregate Cash and Cash Equivalents of PubCo and its Subsidiaries will not exceed $10,000,000; and (vi) With respect to any Credit Extension, the Asset Purchase Agreementuse of proceeds of which is intended to finance an Acquisition, Administrative Agent shall have received evidence that such Acquisition is a Permitted Acquisition and the Collateral Agent has received a Collateral Receipt all acquisition documentation shall be in form and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable substance satisfactory to the Collateral Administrative Agent in its Permitted Discretionreasonable discretion. Any Agent or 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 Permitted Discretion good faith judgment of such Agent or such Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. (a) The obligation of each Lender the Seller to make any Revolving Loan sell the Parts on any Credit the Delivery Date is therefor pursuant to Section 2(a) hereof shall be subject only to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent, unless, in any case, waived by the Seller in its sole discretion: (i) Administrative Agent, Paying Agent and Custodian Buyer shall have received a fully executed paid in full the Purchase Price for such Parts and delivered Funding Notice together paid it to Seller in accordance with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base ReportSection 2(b) hereof; (ii) both before Buyer shall have executed and after making any Revolving Loans requested on delivered the Delivery Receipt for such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing BaseParts to Seller; (iii) as of such Credit Date, the representations and warranties of the Buyer contained herein and in the other Credit Documents Section 5 hereof shall be true and correct accurate in all material respects on and as of that Credit the Delivery Date to the same extent as though made on and as of that date, 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, date except to the extent that such representations and warranties specifically relate solely to an earlier date, date (in which case event such representations and warranties shall have been true and correct in all material respects, or true and correct in all respects, as the case may be accurate on and as of such earlier date); and (iv) such Parts shall not have suffered an Event of Loss. (b) The obligation of the Buyer to purchase the Parts and pay the Purchase Price therefor on the Delivery Date therefor shall be subject only to the following conditions precedent unless, providedin any case, that waived by the Buyer in its sole discretion: (i) the Seller shall have executed and delivered the B▇▇▇ of Sale for such Parts to Buyer; (ii) the Seller shall have executed and delivered the Delivery Receipt for such Parts to Buyer; (iii) the Seller shall have executed and delivered to Buyer a certificate of non-incident statement on Seller’s letterhead in a form materially the same as Exhibit “C” attached hereto; Seller shall have stamped a non-incident statement and original appropriate signatures executed on each page of the inventory listings in Schedule 1. (iv) the representations and warranties of the Seller contained in any Original Borrowing Base Certificate Section 5 hereof shall be excluded from true and accurate in all material respects on and as of the certification in this Section 3.3(a)(iii) Delivery Date as though made on and as of such date except to the extent a Replacement Borrowing Base Certificate has that such representations and warranties relate solely to an earlier date (in which event such representations and warranties shall have been delivered in substitute thereof in accordance with Section 2.1(c)(ii); (iv) true and accurate on and 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 or a Default;earlier date); and (v) the Administrative Agent and Paying Agent such Parts shall not have received the Borrowing Base Report for the Business Day suffered an Event of Loss 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 Payment 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date during the Revolving Commitment Period is subject to the satisfaction, or waiver in accordance with Section 9.59.4, of the following conditions precedent: (i) Administrative i. the Facility Agent, Paying the Class A Revolving Lenders, the Verification Agent and Custodian the Class B Agent shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) . both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Class A Revolving Maximum Amount shall not exceed the Class A Borrowing Base and the Total Utilization of Class B Revolving Commitments shall not exceed the Class B Borrowing Base; (iii) . as of such Credit Date, the representations and warranties contained herein and in the other 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, 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii) to the extent a Replacement replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii2.1(e)(ii); (; iv) . 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 a Defaultan Early Amortization Event; (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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. Mutual Conditions Precedent 8.1 The obligation obligations of each Lender the parties hereto to make any Revolving Loan on any Credit Date is complete the Transaction are subject to the satisfactionfulfillment, on or waiver in accordance with Section 9.5before the Time of Closing, of each of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian each of which may only be waived with the mutual consent of the parties: the Golden Arrow Shareholder Approval shall have received been obtained at the Golden (a) Arrow Meeting; the TSX-V shall have conditionally approved the Transaction, subject only to (b) customary conditions to be satisfied at Closing; the TSX shall have conditionally approved the listing thereon, subject to (c) customary conditions, of the Closing Date Payment Shares to be issued at the Closing; and there shall not exist any prohibition at Law, including a fully executed and delivered Funding Notice together with a Borrowing Base Certificatecease trade order, evidencing sufficient Revolving Availability with respect (d) injunction or other prohibition or order at Law or under applicable legislation, against SSRM or Golden Arrow which shall prevent the consummation of the Transaction. Additional Conditions Precedent to the requested Revolving Loans, Obligations of SSRM 8.2 The obligations of SSRM to complete the Transaction shall also be subject to the fulfillment of each of the following conditions precedent (each of which is for the exclusive benefit of SSRM and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization may be waived by SSRM in writing): each of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties of Golden Arrow contained herein and in the other Credit Documents this (a) Agreement shall be true and correct accurate in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, other than (except those representations and warranties which are qualified by materiality, in materiality which case, such representation and warranty shall be true and correct in all respects on respects) as and when made and at and as of that Credit Date, except, in each case, to the extent Time of Closing as though such representations and warranties specifically relate were made at and as of the Time of Closing; all covenants, agreements and conditions of Golden Arrow contained in this (b) Agreement to an earlier date, in which case such representations and warranties be completed prior to the Time of Closing shall have been true and correct performed or completed in all material respectsrespects by Golden Arrow; the issuance of the Closing Date Payment Shares shall be exempt from the (c) requirement to file a prospectus under applicable Securities Laws relating to the issuance of the Closing Date Payment Shares, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 or a Default; (v) the Administrative Agent and Paying Agent SSRM shall have received such orders, consents or approvals as may be required to permit such issuance without the Borrowing Base Report for the Business Day prior requirement to the Credit Date which shall be delivered on file a pro forma basis for the first Credit Date hereunderprospectus; (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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other 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, 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 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; andand EAST\142259790.4 68 (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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date is subject to the satisfaction, or waiver in accordance with Section 9.5, This Amendment shall not become effective until all of the following conditions precedent:conditions, the fulfillment of each of which is a condition precedent to the effectiveness of this Amendment, shall have occurred or shall have been waived in writing by the Agent and the Lenders. (ia) Administrative Agent, Paying The Agent and Custodian each of the Lenders shall have received a fully executed and delivered Funding Notice counterpart or original of this Amendment, together with a Borrowing Base Certificateall schedules and exhibits hereto, evidencing sufficient Revolving Availability with respect appropriately completed to the requested Revolving Loansextent required, and those certain letters from the Agent and the Lenders to the Borrowers in respect of the application of proceeds of certain assets, and the preliminary results of a Borrowing Base Report;field examination of the Borrowers' books and records, each such letter to be appropriately acknowledged by the Borrowers. (iib) both before and after making any Revolving Loans requested on such Credit DateUpon the effectiveness of this Amendment, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the all representations and warranties contained herein and set forth in the other Credit 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, 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as of such Credit Date, no event Default shall have occurred and be continuing continuing. (c) No event or would result from development shall have occurred since the consummation date of delivery to the Lenders of the applicable Credit Extension that would constitute an Event of Default Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Default;Material Adverse Effect. (vd) the Administrative Agent and Paying The Agent shall have received a certificate from Smit▇ ▇▇▇hnology, executed by its Chief Executive Officer or other authorized officer, as to the Borrowing Base Report accuracy and completeness of the representations and warranties contained in Section 5 hereof, together with a certified copy of the Certificate of Ownership and Merger referred to in Section 5(g). (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 the Lenders and their counsel, and the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (f) The Lenders shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the Lenders, the Agent and their counsel to carry out the provisions and purposes of this Amendment. (g) The Agent shall have received from Smit▇ ▇▇▇hnology, for the Business Day prior pro rata benefit of the Lenders a non-refundable fee, in cash, in the amount of $100,000. Smit▇ ▇▇▇hnology hereby authorizes the Agent to debit Smit▇ ▇▇▇hnology's loan account by the Credit Date amount of $100,000 in payment of such fee. (h) The Agent shall have received from Smit▇ ▇▇▇hnology a schedule, in reasonable detail, of each term, provision and condition of the Loan Agreement or any material Other Agreement with which any Borrower or Account Owner is not in compliance as of the effective date of this Amendment. (i) The Borrowers shall have entered into an agreement with CVC, the terms and conditions of 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 satisfactory to the CustodianAgent, all original or authoritative copies the Lenders and their counsel, which agreement shall provide for, among other things, the deferral 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 Agreementpayment of, and the Collateral Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable addition to the Collateral Agent in its Permitted Discretion. Any Agent or 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 unpaid principal balance of the foregoing ifCVC Notes of, in all installments of interest on the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. Notwithstanding anything contained herein CVC Notes scheduled 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 Loan have been satisfiedpaid on and after May 21, 1995 through and including May 21, 1998.

Conditions Precedent. The obligation effectiveness of each Lender to make any Revolving Loan on any Credit Date this Amendment is subject to the satisfaction, or waiver in accordance with Section 9.5, satisfaction of all of the following conditions precedent: (i) 3.1 The Borrower, the other Loan Parties, the Lenders, and the Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificatethis Amendment. 3.2 After giving effect to this Amendment, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization each of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents set forth below shall be true and correct in all material respects on and as of that Credit Date to with the same extent effect as though made on and as of the date hereof (it being understood and agreed that date, other than those representations and warranties any representation or warranty which are qualified by materiality, in which case, such representation and warranty its terms is made as of a specified date shall be required to be true and correct in all material respects on and only as of that Credit Date, except, in each case, to the extent such representations and warranties specifically relate to an earlier specified date, in and that any representation or warranty which case such representations and warranties is subject to any materiality qualifier shall have been true and correct in all material respects, or be required to be true and correct in all respects), as the case may be on and as no Default or Event of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as of such Credit Date, no event Default shall have occurred and be continuing or would shall result from the consummation transactions contemplated hereby. 3.3 The Borrower shall have paid all fees and expenses required to be paid by the Borrower under Section 5 below. 3.4 No Material Adverse Effect shall have occurred, and no event, development or circumstance shall have occurred that would reasonably be expected to result in a Material Adverse Effect since the date of the applicable most recent fiscal year-end financial statements delivered to the Lenders pursuant to Section 5.01(a) of the Credit Extension that would constitute an Event Agreement. 3.5 Immediately prior to, and immediately after giving effect to, each sale or refranchising pursuant to the Proposed Restructuring Transaction, the outstanding principal balance of Default the Loans shall equal $0.00. 3.6 The Proposed Restructuring Transaction shall have been consummated in full on or a Default;prior to December 31, 2025. (v) 3.7 The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to this Amendment and any other legal matters relating to the Loan Parties, all in form and substance satisfactory to 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedcounsel.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan Loan, or Issuing Lender to issue any Letter of Credit, on any Credit Date is Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 9.510.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificateor Issuance Notice, evidencing sufficient Revolving Availability with respect to as the requested Revolving Loans, and a Borrowing Base Reportcase may be; (ii) both before and after making any Revolving Loans the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing BaseRevolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date, ; provided, that the in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in any Original Borrowing Base Certificate the text thereof; and provided, further, that the only representations and warranties hereunder the accuracy of which shall be excluded from the certification in this Section 3.3(a)(iii) a condition precedent to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)funding of the initial Loans hereunder on the Closing Date shall be the Specified Representations; (iv) 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 or a Default;Default (other than, solely on the Closing Date, any Event of Default or Default (i) resulting from the inaccuracy of any representation or warranty hereunder other than (x) the Specified Representations and (y) any representation, warranty or certification contained in any certificate or other similar document provided by the Credit Parties pursuant to Section 3.1(n)(iii), (ii) pursuant to Sections 8.1(h) or (j) in an aggregate amount not exceeding $10,000,000 or (iii) resulting from any breach of Sections 6.1 or 6.2 that would not otherwise constitute a failure to satisfy any condition precedent set forth in Section 3.1); and (v) on or before the date of issuance of any Letter of Credit, Administrative Agent and Paying Agent shall have received all other information required by the Borrowing Base Report for applicable Issuance Notice, and such other documents or information as Issuing Lender may reasonably require in connection with 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 issuance of such Credit Date, no Key Person Event shall have occurred; and (vii) in accordance with the terms Letter 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedCredit.

Conditions Precedent. The obligation effectiveness of each Lender this Amendment and the agreement by the Bank to make any Revolving Loan on any modify the Credit Date is Agreement as herein provided are subject to the satisfaction, or waiver in accordance with Section 9.5, satisfaction of the following conditions precedent, unless waived in writing by the Bank: (ia) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the The representations and warranties contained herein and or in the other Credit any Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent date hereof and thereof, as though if made on and as of that date, 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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);date hereof. (ivb) as No 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 an and no Default shall exist, unless such Event of Default or a Default;Default has been specifically waived in writing by Bank. (vc) the Administrative Agent and Paying Agent Borrower 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 cause to be delivered to Bank a Secretary’s Certificate from the Custodiansecretary or assistant secretary of Borrower certifying and attaching appropriate corporate resolutions regarding the transactions contemplated hereby and statements of incumbency. (d) Borrower shall have delivered, all original or authoritative copies of all agreements related cause to each Receivable, including all applicable Receivable Agreements (including any counterparts) that are, on such Credit Date, being transferred and be delivered to Company pursuant Bank a Secretary’s Certificate from the secretary or assistant secretary of each Guarantor certifying and attaching appropriate corporate resolutions regarding the transactions contemplated hereby and statements of incumbency. (e) Borrower shall have delivered, or cause to be delivered to Bank the a counterpart of this Amendment dated as of even date herewith, executed by Borrower. (f) Borrower shall have delivered, or cause to be delivered to Bank, the Amended and Restated Master Revolving Note dated as of even date herewith, in form and content acceptable to Bank, in Bank’s sole discretion, executed by Borrower. (g) Borrower shall have delivered, or cause to be delivered to Bank such other documents relating 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 Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information transactions contemplated under this Amendment as Bank may reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedrequest.

Conditions Precedent. The obligation hereunder of each Lender the undersigned to make any Revolving Loan on any Credit Date acquire and pay for the Offering Securities is subject to the satisfactionsatisfaction or waiver, at or waiver in accordance with Section 9.5before the Closing, of each of the following conditions precedent:set forth below. These conditions are for the sole benefit of the undersigned and may be waived by the undersigned at any time in its sole discretion. (ia) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization Each of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in of the other Credit Documents Company shall be true and correct in all material respects on as of the date when made and as of that Credit the Closing Date to the same extent as though made on and as of at that date, other than those time (except for representations and warranties that speak as of a particular date), which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all material respects on and as of that Credit such date. (b) The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing. (c) On the Closing Date, exceptthe Term Sheet will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) From the date set forth below to the Closing Date, trading in the Company’s Common Stock shall not have been suspended by the SEC (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing, trading in securities generally as reported by Bloomberg Financial Markets (“Bloomberg”) shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by Bloomberg, or on the New York Stock Exchange, nor shall a banking moratorium have been declared either by the United States or New York State authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse change in any financial market which, in each case, in the judgment of the undersigned, makes it impracticable or inadvisable to purchase the extent such representations and warranties specifically relate to an earlier dateOffering Securities. (e) No statute, in which case such representations and warranties rule, regulation, executive order, decree, ruling or injunction shall have been true and correct in all material respectsenacted, entered, promulgated or true and correct in all respects, as the case may be on and as endorsed by any court or governmental authority of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from competent jurisdiction which prohibits the consummation of the applicable Credit Extension that would constitute 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 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 iftransactions contemplated by this Subscription Agreement. (f) No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation by any governmental authority shall have been threatened, against the Company or any Subsidiary, or any of the officers, directors or affiliates of the Company or any Subsidiary seeking to restrain, prevent or change the transactions contemplated by this Subscription Agreement, or seeking damages in the Permitted Discretion of connection with such Agent or Requisite Lenders such request is warranted under the circumstances. Notwithstanding anything contained herein transactions. (g) The Company shall have executed and delivered to the contrary, neither undersigned a Note and Warrant for the Paying Agent nor Offering Securities being acquired at the Collateral Agent Closing (such Offering Securities shall not be responsible or liable for determining whether any conditions precedent to making a Loan issued until full payment has been made therefor). (h) The board of directors of the Company shall have been satisfiedadopted resolutions approving the transaction contemplated hereby.

Conditions Precedent. (a) The obligation of each Lender to make any fund the Term Loan, to fund the initial Revolving Loan on any Credit the Closing Date, and to co-sign as applicant for the initial Letter of Credit, if any, on the Closing Date is subject to the satisfaction, satisfaction or waiver in accordance with Section 9.5, on or before the Closing Date of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian Lender shall have received a fully executed each of the agreements, opinions, reports, approvals, consents, certificates and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to other documents set forth on the requested Revolving Loans, and a Borrowing Base Report;closing document list attached hereto as Schedule A (the "Closing Document List"). (ii) both before and after making any Revolving Loans requested on such Credit DateSince March 31, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other 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, 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, or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as of such Credit Date2001, no event shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect, as determined by Lender in its reasonable business judgment. (iii) Lender shall have received payment in full of all fees and expenses set forth herein payable to it by Borrower on or before the Closing Date. (iv) Lender shall have determined that immediately after giving effect to (A) the making of the initial Loans requested to be made on the Closing Date and (B) the issuance of the initial Letters of Credit, if any, requested to be made on the Closing Date and (C) the payment or reimbursement by Borrower of Lender for all closing costs and expenses incurred in connection with the transactions contemplated hereby, on a pro forma basis the Excess Availability of Borrower shall not be less than Five Hundred Thousand Dollars ($500,000.00). (v) Lender shall have received a certificate from Borrower's chief executive officer or chief financial officer, pursuant to which such officer shall certify that in calculating the Excess Availability described in clause (iv) above, the outstanding trade payables of Borrower were and are current and not past due in any material respect. (vi) Borrower shall have executed and delivered to Lender all documents which Lender determines are reasonably necessary to consummate the transactions contemplated hereby. (vii) Lender shall have received duly executed agreements establishing the Lock Box and Blocked Accounts with Lender for the collection or servicing of the Accounts and proceeds of the Collateral. (viii) Lender shall have completed Collateral examinations, the results of which shall be satisfactory in form and substance to the Lender, of the Accounts, Inventory, General Intangibles, Investment Property and Equipment of Borrower and all books and records in connection therewith. (ix) Lender shall have received and be satisfied with the audited financial statements of Borrower for the Fiscal Year ended December 31, 2000. (x) There shall exist no default in any obligations or in compliance with any applicable legal requirement of Borrower (other than those disclosed to Lender in writing on or prior to the date hereof). (xi) Lender shall be satisfied with its due diligence review of the business and financial affairs of Borrower and its management and its pre-closing audit of Borrower. (xii) Lender shall have received the executed legal opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in form and substance satisfactory to Lender which shall cover such matters incident to the transactions contemplated by this Agreement, the Notes, and related agreements as Lender may reasonably require (including, without limitation, enforceability and perfection issues with respect to the Collateral and the Real Property) and Borrower hereby authorizes and directs such counsel to deliver such opinions to Lender. (xiii) Lender shall have received landlord, warehouseman and supplier agreements satisfactory to Lender with respect to all premises leased by Borrower or any of its customers or suppliers at which books and records, Inventory and Equipment are located. Notwithstanding the foregoing, Borrower shall only be required to use its best efforts to deliver the landlord agreement pertaining to the Borrower's facility located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Denver, Colorado to Lender within forty-five (45) days after the date hereof. Lender may establish a reserve against the Revolving Loan of $30,000.00 (which amount may be increased or decreased by Lender from time to time in its reasonable business judgment) until such agreement is received. (xiv) Lender shall have received in form and substance satisfactory to Lender, certified copies of Borrower's casualty insurance policies, together with (on or before June 20, 2001, TIME BEING OF THE ESSENCE) loss payable endorsements on Lender's standard form of loss payee endorsement naming Lender as lender loss payee, certified copies of Borrower's liability insurance policies, together with endorsements naming Lender as a co-insured, and, within sixty (60) days after the date hereof TIME BEING OF THE ESSENCE, certified copies of Borrower's key person life insurance policies on the life of Gay ▇▇▇▇▇, together with collateral assignments of such policies and each such insurance policy shall be in accordance with the requirements of Paragraph 15(c) of this Agreement. Without limiting the generality of paragraph 17(b) below, failure by Borrower to deliver any item required under this paragraph within the time required hereunder shall constitute an Event of Default. Borrower agrees that any payment or proceeds received with respect to Borrower's casualty insurance shall immediately be delivered to Lender in the form received, together with any necessary endorsements. (xv) Each document (including, without limitation, any Uniform Commercial Code financing statement and filings with the United State Patent and Trademark Office or any similar state authority) required by this Agreement, any Other Agreement or under law or reasonably requested by the Lender to be filed, registered or recorded in order to create, in favor of Lender, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Lender shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto. (xvi) No litigation, investigation or proceeding before or by any arbitrator or governmental body shall be continuing or threatened against Borrower or against the officers or directors of Borrower (A) in connection with this Agreement or the Other Agreements or any of the Transactions and which, in the reasonable opinion of Lender, is deemed material or (B) which if adversely determined, could, in the reasonable opinion of Lender, have a Material Adverse Effect on Borrower; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to Borrower or the conduct of its business or inconsistent with the due consummation of the transactions contemplated by this Agreement or the Other Agreements shall have been issued by any governmental body. (xvii) Lender shall have received all environmental studies and reports requested by Lender and prepared by independent environmental engineering firms regarding the Real Property, the results of which shall be satisfactory to Lender in all respects. (xviii) Lender shall have reviewed all material contracts of Borrower including, without limitation, leases, union contracts, labor contracts, vendor supply contracts, license agreements and distributorship agreements and such contracts and agreements shall be satisfactory in all respects to Lender. (xix) Borrower shall be in compliance with all applicable laws and regulations. (xx) No Default or Event of Default shall exist. (xxi) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to Lender and its counsel. (xxii) Lender shall have received and reviewed the Pro Forma Balance Sheet and monthly projections of the Borrower for the first Contract Year, together with financial projections for the second and third Contract Year, calculated on an annual basis, and such balance sheet and projections shall be in form and substance satisfactory to the Lender. (xxiii) All existing insurance on Borrower's Accounts shall be assigned to Lender within thirty (30) days after the date hereof pursuant to documentation satisfactory to Lender. (b) The obligation of Lender to make any requested Loan, or to issue or cause the issuance of any requested Letter of Credit whether on or at any time after the Closing Date, is subject to the satisfaction of the conditions precedent set forth below. Each such request shall constitute a representation and warranty that such conditions are satisfied: (i) All representations and warranties contained in this Agreement and the Other Agreements shall be true and correct on and as of the date of such request, as if then made, other than representations and warranties that relate solely to an earlier date; (ii) No Default or Event of Default shall have occurred, or would result from the consummation making of the applicable Credit Extension that would constitute an Event requested Loan or the issuance 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 requested Letter of Credit, 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 occurredhas not been waived in writing by Lender; and (viiiii) in accordance with the terms of the Custodial AgreementSince March 31, Company 2001, no event has delivered, occurred which has had or caused could reasonably be expected 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 have 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedMaterial Adverse Effect.

Conditions Precedent. 13.1 The following are conditions precedent to the obligation of each Lender the Underwriters to make any Revolving Loan on any Credit Date is subject close the transaction contemplated by this Agreement, which conditions BIP covenants to exercise its best efforts to have fulfilled at or prior to the satisfactionClosing Time and which conditions may be waived in writing in whole or in part by the Underwriters: (a) the Units shall have attributes substantially as set forth in the Disclosure Package and the Prospectus; (b) at the Closing Time, or waiver in accordance with Section 9.5BIP shall have delivered to the Underwriters a certificate, dated the Closing Date, signed on behalf of BIP by any two of its officers satisfactory to the following conditions precedentUnderwriters, acting reasonably, and certifying that: (i) Administrative Agentexcept as disclosed in or contemplated by the Disclosure Package and the Prospectus, Paying Agent or any amendments thereto: (A) there has been, since June 30, 2020 and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect prior to the requested Revolving LoansClosing Time, and no material change (financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of BIP on a Borrowing Base Reportconsolidated basis; and (B) no transaction of a nature material to BIP on a consolidated basis has been entered into, directly or indirectly, by BIP since June 30, 2020; (ii) both before and after making no order, ruling or determination (excluding temporary trading halts for the dissemination of information) having the effect of ceasing or suspending trading in any Revolving Loans requested on securities of BIP has been issued in the United States and, to BIP’s knowledge, no proceedings for such Credit Datepurpose are pending, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Basecontemplated or threatened; (iii) as of such Credit Date, the representations and warranties of BIP contained herein and in the other 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, 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 as of the Closing Time, with the same force and effect as if made at and as of the Closing Time; and (iv) BIP has complied with all terms and conditions of this Agreement to be complied with by BIP at or prior to the Closing Time, and all such matters shall in fact be true at the Closing Time; (c) the Underwriters shall have received evidence satisfactory to them, acting reasonably, that the Units have been conditionally approved for listing on the NYSE; (d) subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded BIP or any debt securities, convertible securities or preferred stock issued, or guaranteed by, BIP or any of the other BIP Entities by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of BIP or any such debt securities, convertible securities or preferred stock issued or guaranteed by any of the BIP Entities (other than an announcement with positive implications of a possible upgrading); (e) on and as of that Credit the Closing Date, exceptthe Units shall have at least the rating specified in the Disclosure Package from S&P Global Ratings, and BIP shall have delivered to the Underwriters a letter on or prior to the Closing Date, from S&P Global Ratings, or other evidence reasonably satisfactory to the Underwriters, confirming that the Units have been assigned such rating; (f) at the Closing Time, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special Investment Company Act counsel for BIP, shall have furnished to the Underwriters, at the request of BIP, their written opinion, dated the Closing Date and addressed to the Underwriters, such letter to be in form and content satisfactory to the Underwriters and their counsel, acting reasonably; (g) the Underwriters shall have received at the Closing Time the letter of the auditors of BIP updating the “comfort letter” referred to in Section 6.1 to a date not more than two business days prior to the date of such letter, such letter to be in form and content satisfactory to the Underwriters and their counsel, acting reasonably; (h) at the Closing Time, the Underwriters shall have received a favorable legal opinion and 10b-5 negative assurance letter, dated the Closing Date, on behalf of BIP from Torys LLP, BIP’s U.S. and Canadian legal counsel, addressed to the Underwriters and their counsel with respect to such matters as may reasonably be requested by the Underwriters; (i) at the Closing Time, the Underwriters shall have received a favorable legal opinion, dated the Closing Date, on behalf of BIP from ▇▇▇▇▇▇▇ (Bermuda) Limited addressed to the Underwriters and their counsel with respect to such matters as may reasonably be requested by the Underwriters; (j) at the Closing Time, the Underwriters shall have received a favorable legal opinion and 10b-5 negative assurance letter, dated the Closing Date, from their U.S. counsel, Milbank LLP, with respect to such matters as the Underwriters may reasonably request; (k) at the Closing Time, the Underwriters shall have received a legal opinion, dated the Closing Date, on behalf of BIP from Torys LLP, to the effect that each caseof BIP and BILP will be classified as a partnership and not as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes; (l) on or prior to the Closing Date, the BIP LPA Amendment shall have been executed by the General Partner and the Amended BIP LPA shall be in full force and effect; (m) on or prior to the Closing Date, the BILP LPA Amendment shall have been executed by the managing general partner and/or the special limited partner of BILP and the Amended BILP LPA shall be in full force and effect; (n) promptly following the closing of the Offering, the Mirror Units will be issued by BILP to BIP with terms conforming with those set forth in the Disclosure Package and the Prospectus; (o) no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) under the Securities Act or pursuant to Section 8A of the Securities Act, shall be pending before or threatened by the SEC; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the SEC under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent such representations required by Rule 433 under the Securities Act) 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 true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as of such Credit Date, no event 3.1 hereof; and all requests by the SEC for additional information shall have occurred and be continuing or would result from been complied with to the consummation reasonable satisfaction of the applicable Credit Extension that would constitute 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 occurredRepresentatives; and (viip) in accordance with on the terms date of this Agreement and on the Closing Date the Partnership shall have furnished to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of the Custodial Agreementchief financial officer of Brookfield Infrastructure Group L.P., Company has delivered, or caused with respect to be delivered to certain financial data contained in 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, Disclosure Package and the Collateral Agent has received a Collateral Receipt Prospectus, providing “management comfort” with respect to such information, in form 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 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 the requesting party confirming the satisfaction of any of the foregoing if, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedRepresentatives.

Conditions Precedent. The obligation hereunder of each Lender the undersigned to make any Revolving Loan on any Credit Date acquire and pay for the Offering Securities is subject to the satisfactionsatisfaction or waiver, at or waiver in accordance with Section 9.5before the Closing, of each of the following conditions precedent:set forth below. These conditions are for the sole benefit of the undersigned and may be waived by the undersigned at any time in its sole discretion. (ia) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization Each of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in of the other Credit Documents Company shall be true and correct in all material respects on as of the date when made and as of that Credit the Closing Date to the same extent as though made on and as of at that date, other than those time (except for representations and warranties that speak as of a particular date), which are qualified by materiality, in which case, such representation and warranty shall be true and correct in all material respects on and as of that Credit such date. (b) The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing. (c) On the Closing Date, exceptthe Term Sheet will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) From the date set forth below to the Closing Date, trading in the Company’s Common Stock shall not have been suspended by the SEC (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing, trading in securities generally as reported by Bloomberg Financial Markets (“Bloomberg”) shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by Bloomberg, or on the New York Stock Exchange, nor shall a banking moratorium have been declared either by the United States or New York State authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse change in any financial market which, in each case, in the judgment of the undersigned, makes it impracticable or inadvisable to purchase the extent such representations and warranties specifically relate to an earlier dateOffering Securities. (e) No statute, in which case such representations and warranties rule, regulation, executive order, decree, ruling or injunction shall have been true and correct in all material respectsenacted, entered, promulgated or true and correct in all respects, as the case may be on and as endorsed by any court or governmental authority of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from competent jurisdiction which prohibits the consummation of the applicable Credit Extension that would constitute 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 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 iftransactions contemplated by this Subscription Agreement. (f) No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation by any governmental authority shall have been threatened, against the Company or any Subsidiary, or any of the officers, directors or affiliates of the Company or any Subsidiary seeking to restrain, prevent or change the transactions contemplated by this Subscription Agreement, or seeking damages in connection with such transactions. (g) The Company shall have executed and delivered to the undersigned a Note and Warrant for the Offering Securities being acquired at the Closing (such Offering Securities shall not be issued until full payment has been made therefor). (h) The Company shall have executed and delivered to the undersigned the Registration Rights Agreement in the form acceptable to Gilford. (i) The board of directors of the Company shall have adopted resolutions approving the transaction contemplated hereby. (j) The Company shall have delivered to the undersigned a legal opinion addressed to the undersigned and to Gilford from Blank Rome LLP, counsel to the Company, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. Notwithstanding anything contained herein form attached 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 Loan have been satisfiedTerm Sheet.

Conditions Precedent. The obligation effectiveness of each Lender to make any Revolving Loan on any Credit Date this Amendment is subject to the satisfaction, or waiver following conditions precedent (all documents to be in accordance with Section 9.5, form and substance satisfactory to Lender and its counsel): (a) Lender shall have received this Amendment and the Amended and Restated Revolving Note properly executed by the Borrowers; (b) Lender shall have received the Supplemental Fee Letter properly executed by the Borrowers; (c) Lender shall have received resolutions of the following conditions precedent:board of directors or governing body of each of the Borrowers approving the execution and delivery of this Amendment and the increase in the amount of the Line of Credit contemplated by this Amendment; (d) Lender shall have received an opinion of counsel to the Borrowers in form and substance reasonably satisfactory to the Lender; (e) After giving effect to this Amendment (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the all representations and warranties contained of the Borrowers set forth herein and in the other Credit 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, 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, (ii) no Event of Default or true and correct in all respectsany other event which, as upon the case may be on and as lapse of such earlier datetime, providedservice of notice, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as of such Credit Dateor both, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that which would constitute an Event of Default or a Defaultunder any of the Loan Documents, shall have occurred and be continuing, and (iii) Borrowers shall be in material compliance with the Credit Agreement and the other Loan Documents; and Borrowers shall have certified the foregoing matters to Lender; (vf) the Administrative Agent and Paying Agent The Borrowers shall have received paid to the Borrowing Base Report for Lender all fees required to be paid to the Business Day Lender on or prior to the Credit Fourth Amendment Effective Date which shall be delivered on a pro forma basis for under the first Credit Date hereunder; (vi) as of such Credit Date, no Key Person Event shall have occurredFee Letter and/or the Supplemental Fee Letter; and (viig) in accordance with The Borrowers shall have paid to the Lender all costs and expenses incurred by the Lender required to be paid or reimbursed by Borrowers pursuant to the terms of the Custodial AgreementCredit Agreement (including, Company has delivered, or caused to be delivered to the Custodianwithout limitation, all original or authoritative copies reasonable fees and disbursements of all agreements related counsel invoiced 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 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 Borrower as of the foregoing if, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedFourth Amendment Effective Date).

Conditions Precedent. The obligation of each Lender to make any Revolving Loan Loan, or Issuing Bank to issue any Letter of Credit on any Credit Date is Date, are subject to the satisfaction, or waiver in accordance with Section 9.511.5, of the following conditions precedent:; provided that the obligation of the Issuing Bank to issue any Letter of Credit on any Credit Date shall only be subject to condition (v) set forth below if at least $1.00 of Revolving Loans (excluding any outstanding and undrawn Letters of Credit) are outstanding on such Credit Date or a Funding Notice is delivered to the Administrative Agent concurrently with the Issuance Notice applicable to such Letter of Credit): (i) the Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificateor Issuance Notice, evidencing sufficient Revolving Availability with respect to as the requested Revolving Loans, and a Borrowing Base Reportcase may be; (ii) both before and after making any Revolving Loans the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing BaseRevolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 or a Default; (v) Holdings shall be in pro forma compliance with the Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements are available to 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 occurredin each case determined on a pro forma basis after giving effect to the making of the Credit Extensions requested on such Credit Date; and (viivi) 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 Issuing Bank may reasonably require in accordance connection 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 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 Permitted Discretion issuance of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedLetter of Credit.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan Loan, or Issuing Banks to issue any Letter of Credit, on any Credit Date is Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificateor Issuance Notice, evidencing sufficient Revolving Availability with respect to as the requested Revolving Loans, and a Borrowing Base Reportcase may be; (ii) both before and after making any Revolving Loans the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing BaseRevolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit 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, other than those representations date (it being understood and warranties which are qualified by materiality, in which case, such agreed that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on and as of that Credit Date), except, in each case, 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, respects on and as of such earlier date (it being understood and agreed that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects, as the case may be respects on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 or a Default;; and (v) In the case of any incurrence of Revolving Loans or the issuance of any Letter of Credit, as the case may be, if after giving effect to such Credit Extension, the sum of (x) the aggregate principal amount of outstanding Revolving Loans, and (y) the Letter-of-Credit Usage would equal or exceed the Revolving Threshold, the Consolidated Adjusted Leverage Ratio for the most recently ended period of four consecutive Fiscal Quarters for which financial statements have been delivered under Section 5.1(a) and (c) shall be equal to or less than the Consolidated Adjusted Leverage Ratio required under Section 6.1(a) (regardless of whether Section 6.1(a) is then applicable), and the Consolidated Leverage Ratio for the most recently ended period of four consecutive Fiscal Quarters for which financial statements have been delivered under Section 5.1(a) and (c) shall be equal to or less than the Consolidated Leverage Ratio required under Section 6.1(b) (regardless of whether Section 6.1(b) is then applicable). (vi) on or before the date of issuance of any Letter of Credit, Administrative Agent and Paying Agent shall have received all other information required by the Borrowing Base Report for applicable Issuance Notice, and such other documents or information as any Issuing Bank may reasonably require in connection with 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 issuance of such Credit Date, no Key Person Event shall have occurred; and (vii) in accordance with the terms Letter 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 Credit. The Administrative 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 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 it confirming the satisfaction of any of the foregoing if, in the Permitted Discretion good faith judgment of such the Administrative Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit date following the Closing Date is subject to the satisfaction, or waiver in accordance with Section 9.510.5, of the following conditions precedent: (i) a. Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base ReportNotice; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) b. as of such Credit Date, the representations and warranties contained herein and in each other Loan Document, certificate or other writing delivered to the other Administrative - 69 - US-DOCS\116826573.25 Agent or any Lender pursuant hereto or thereto on or prior to the Credit Documents Date shall be true and correct in all material respects (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 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, 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, 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 respectsrespects (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, or which representations and warranties shall be true and correct in all respects, as the case may be respects subject to such qualification) on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) c. 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 or a Default; (v) the d. if a Financial Covenant Waiver Period is not in effect, Administrative Agent and Paying Agent shall have received evidence reasonably satisfactory to it that the Borrowing Base Report for Loan Parties shall have Qualified Cash of at least plus the Business Day prior to amount by which the Loan Parties’ total accounts payable (under GAAP) is not paid by the 60th day after the due date associated with such accounts on such 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 immediately after giving effect 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, Delayed Draw Term Loans being drawn on such Credit Date); e. the Loan Parties shall have paid all fees, being transferred costs and delivered to Company expenses then due and payable by the Loan Parties pursuant to this Agreement and the Asset Purchase Agreementother Loan Documents, including, without limitation, Section 2.7, and Section 10.2 hereof; and f. with respect to any Delayed Draw Term Loan, the Collateral Agent funding of which would cause the aggregate principal amount of all funded Delayed Draw Term Loans to exceed, the chief financial officer of Company shall have delivered a certificate (together with such other evidence as is reasonably requested by Administrative Agent) representing and warranting, and otherwise demonstrating to the reasonable satisfaction of Administrative Agent, that the Delayed Draw Sales Milestone has received a Collateral Receipt and Exception Report from the Custodianbeen achieved, which Collateral Receipt and Exception Report is acceptable to the Collateral Agent in its Permitted Discretion. Any Agent or Requisite Lenders shall may be entitled, but not obligated to, request and receive, prior to the making measured as of any Credit Extensionmonth end and based on monthly financial statements during the Fiscal Quarter ending March 31, additional information reasonably satisfactory to 2021 or the requesting party confirming Fiscal Quarter ending June 30, 2021 (such certificate, the satisfaction of any of the foregoing if, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied“Sales Milestone Certificate”).

Conditions Precedent. The obligation of each Lender to make any Revolving Loan Loan, on any Credit Date is Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian the Lead Agents shall have received a fully executed and delivered Funding Notice together with a Borrowing Base CertificateCertificate two (2) Business Days prior to such Credit Date, evidencing sufficient Revolving Availability with respect to the requested Revolving LoansLoan together with a schedule of Receivables listing the Receivables to be pledged in connection with the Revolving Loan, such schedule to (a) be in an electronic file format reasonably satisfactory to the Administrative Agent, and a Borrowing Base Report(b) set forth the information required and requested by the Administrative Agent and the Custodian to value and administer the Receivables described therein, including, without limitation, the information with respect to each related Contract required to calculate the Excess Concentration Amount and identification of each such Contract by (i) the account number; (ii) Obligor name and (iii) the outstanding principal balance of the Receivable evidenced by such Contract as of the Credit Date related to such Revolving Loan; (ii) both before and after making any Revolving Loans the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments as of such Credit Date shall not exceed the lesser of (A) the Revolving Commitments then in effect and (B) the Borrowing Base; (iii) as of such Credit Date, the representations and warranties made by each of the Credit Parties contained herein and in the other 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as of such Credit Date, after giving effect to such Revolving Loan, 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 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 the Collateral Agent shall have occurredreceived satisfactory evidence of the valid transfer of the Eligible Receivables comprising the Borrowing Base to the Borrower; and (viivi) in accordance with the terms of the Custodial Agreement, Company the Borrower has delivered, or caused to be delivered delivered, to the Custodian, all original or authoritative copies of all agreements the related to Receivable File and 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 Lead Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Collateral Agent Lead Agents in its Permitted Discretiontheir sole discretion. Any Agent or Requisite Lenders Lead Agent 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 Permitted Discretion good faith judgment of such Agent or Requisite Lenders Lead Agent such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date is Date, are subject to the satisfaction, or waiver in accordance with Section 9.510.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent (and Custodian Swing Line Lender in the case of any Swing Line Loan) shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificateor Issuance Notice, evidencing sufficient Revolving Availability with respect to as the requested Revolving Loans, and a Borrowing Base Reportcase may be; (ii) both before and after making any Revolving Loans the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing BaseRevolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as of such Credit Date, no event Default or Event of Default shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a DefaultExtension; (v) on or before the date of issuance of any Letter of Credit, Administrative Agent and Paying Agent shall have received all other information required by the Borrowing Base Report for applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunderissuance of such Letter of Credit; (vi) the Chief Financial Officer of the Company shall have delivered an Officer’s Certificate representing and warranting and otherwise demonstrating to the satisfaction of Agents 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; (vii) as of such Credit Date, no Key Person Event the Leverage Ratio determined as of such date after giving effect to the contemplated Credit Extension shall have occurrednot exceed the maximum Leverage Ratio permitted as of the last day of the immediately succeeding Fiscal Quarter pursuant to Section 6.8; and (viiviii) in accordance with the terms of the Custodial Agreement, Company has delivered, or caused after giving effect 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, Extension and the Collateral Agent has received a Collateral Receipt use of proceeds thereof the aggregate Cash and Exception Report from the Custodian, which Collateral Receipt Cash Equivalents of Company and Exception Report is acceptable to the Collateral Agent in its Permitted DiscretionSubsidiaries will not exceed $12,500,000. Any Agent or 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 Permitted Discretion good faith judgment of such Agent or Requisite Lenders Lender such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date is Date, including the Effective Date, are subject to the satisfaction, or waiver in accordance with Section 9.510.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificateor Issuance Notice, evidencing sufficient Revolving Availability with respect to as the requested Revolving Loans, and a Borrowing Base Reportcase may be; (ii) both before and after making any Revolving Loans the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing BaseRevolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 or a Default; (v) on or before the date of issuance of any Letter of Credit, Administrative Agent and Paying Agent shall have received all other information required by the Borrowing Base Report for applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunderissuance of such Letter of Credit; (vi) as of such Credit Date, no Key Person Event the Leverage Ratio determined as of such date after giving effect to the contemplated Credit Extension shall have occurrednot exceed the maximum Leverage Ratio permitted as of the last day of the immediately succeeding Fiscal Quarter pursuant to Section 6.8(c); and (vii) in accordance with the terms of the Custodial Agreement, Company has delivered, or caused after giving effect 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 Extension the aggregate Cash and delivered to Company pursuant to the Asset Purchase Agreement, Cash Equivalents of Holdings 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 Discretionsubsidiaries will not exceed $15,000,000. Any Agent or 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 Permitted Discretion good faith judgment of such Agent or Requisite Lenders Lender such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. (a) The obligation of agreements contained herein and the amendments contemplated hereby shall not be effective unless each Lender to make any Revolving Loan on any Credit Date is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedentprecedent is satisfied: (i1) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization All of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties made by Borrower in Section 6 hereof shall be true and correct; (2) Bank shall receive in form and substance satisfactory to Bank, a Certificate of Officer of Borrower and Guarantor, as to the satisfaction of the condition specified in paragraph (1) of this Section 7(a); (3) Borrower's payment of the Loan Fee; (4) Delivery of a Certificate of an Officer of Borrower stating that no changes have occurred with respect to Borrower's Certificate of Good Standing issued by the State of Georgia and Borrower's Certificate of Authority to transact business issued by the states of Tennessee and Texas, since the respective dates of issuance thereof; (5) Delivery of a Certificate of an Officer of Guarantor stating that no changes have occurred with respect to Guarantor's Certificate of Good Standing issued by the State of Ohio and Guarantor's Certificate of Authority to transact business issued by the State of Georgia, since the respective dates of issuance thereof; (6) Amended and Restated Revolving Credit Note; and (7) Bank shall have received, in form and substance satisfactory to Bank, such other documents as Bank shall deem necessary and/or appropriate. Upon satisfaction of each of the conditions precedent set forth in this Section 7, 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 7(a) hereof, Bank's obligations to make any Advances to Borrower under the Loan Agreement and the other Credit 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 in all material respects on and as of that Credit Date immediately prior to the same extent time of the proposed Advance as though if made on and as of that date, 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, or true and correct in all respects, as the case may be on at and as of such time, except that representations and warranties of financial statements or conditions as of an earlier date relate solely to such earlier date, providedand (ii) no Event of Default, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii) to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance or event or condition which, with Section 2.1(c)(ii); (iv) as notice or lapse of such Credit Datetime, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that both, would constitute 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 Requisite Lenders shall be entitled, but not obligated to, request and receive, prior would occur after giving effect to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming such Advance. From and after the satisfaction of any the conditions precedent set forth in Section 7(a) hereof, each request by Borrower for a Advance 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, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan in this Section 7(b) have been satisfiedmet.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date is Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 9.510.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificateor Issuance Notice, evidencing sufficient Revolving Availability with respect to as the requested Revolving Loans, case may be; Credit and a Borrowing Base Report;Guaranty Agreement (ii) both before and after making any Revolving Loans the Credit Extensions requested on such Credit Date, (x) the Total Utilization of Revolving Commitments shall not exceed the Borrowing BaseRevolving Commitments then in effect and (y) Availability would be $0 or greater; (iii) as of such Credit Date, the representations and warranties contained herein and in the other 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 or a Default; (v) on or before the date of issuance of any Letter of Credit during the LC Availability Period, Administrative Agent and Paying Agent shall have received all other information required by the Borrowing Base Report for applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the Business Day prior to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunderissuance of such Letter of Credit; (vi) [Intentionally Reserved.] (vii) as of such Credit Date, no Key Person Event the Senior Leverage Ratio determined as of such date after giving effect to the contemplated Credit Extension shall have occurrednot exceed the maximum Leverage Ratio permitted as of the last day of the immediately preceding Fiscal Quarter pursuant to Section 6.8; and (viiviii) 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 [Intentionally Reserved.] Administrative Agent or 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 Permitted Discretion good faith judgment of such Agent or Requisite Lenders Lender such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender As conditions precedent to make any Revolving Loan on any Credit Date is subject Advance in connection with the Alamo Construction Project, in addition to the satisfactionall other requirements herein, or waiver in accordance with Section 9.5, of Borrower shall have satisfied the following conditions precedentrequirements unless otherwise waived by Bank: (i) Administrative Agent, Paying Agent and Custodian There shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Reportexist no Default or Event of Default; (ii) both before The representations and after making any Revolving Loans requested warranties made in this Agreement shall be true and correct on and as of the date of such Credit DateAdvance, and the Total Utilization of Revolving Commitments request for such Advance shall not exceed the Borrowing Baseconstitute a representation and warranty by Borrower that such representations and warranties are true and correct at such time; (iii) as of such Credit Date, Such Advance shall come exclusively from the representations and warranties contained herein and Alamo Construction Reserve in an amount not to exceed the other Credit Documents shall be true and correct in Alamo Construction Reserve Amount; all material respects on and as of that Credit Date to prior Advances under the same extent as though made on and as of that date, 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 Alamo Construction Reserve shall have been true and correct used exclusively in all material respectsconnection with the Alamo Construction Project; at the time of any such Advance, or true and correct in all respects, as an amount sufficient to fund the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate requested Advance shall be excluded from available in the certification Alamo Construction Reserve; and no other Loan funds shall be used in this Section 3.3(a)(iii) to connection with the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)Alamo Construction Project; (iv) as of such Credit Date, no event The Bank shall have occurred received and be continuing or would result from approved the consummation of the Plans, each Construction Contract, each Contractor and any applicable Credit Extension that would constitute an Event of Default or a Defaultbonding and insurance requirements; (v) Until such time as Borrower shall provide to Bank a certificate of occupancy and Bank has determined that Completion of the Administrative Agent and Paying Agent Alamo Construction Project has occurred, Borrower shall have received maintain insurance in connection with the Borrowing Base Report for the Business Day prior Alamo Construction Project as required by Exhibit J as attached to the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunderOctober 2012 Loan Modification Agreement; (vi) as Upon the request of such Credit DateBank, no Key Person Event a down date endorsement to the Title Policy (or if an endorsement is not available, a letter from the Title Company) showing “nothing further” of record affecting the property subject to the Alamo Construction Project shall be obtained; (vii) The Bank shall be satisfied that the Alamo Construction Project is being performed in a timely and workmanlike manner in accordance with the Plans, the Approved Budget, the Construction Schedule, the Alamo Lease, and all Legal Requirements; (viii) The Alamo Improvements shall not have occurredbeen materially damaged by fire or other casualty; and (viiix) Bank shall have received such other documents, instruments, certificates and information as Bank and its counsel may reasonably require. Each Advance hereunder shall be deemed to be a representation and warranty by the Borrower to Bank that the conditions specified in accordance with the terms this Section 2.14(a) have been satisfied on and as 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 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 date of the foregoing if, in the Permitted Discretion of such Agent applicable Advance or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedwithdrawal.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan Loan, or Issuing Bank or any Issuing Lender to issue any Letter of Credit, on any Credit Date Date, including the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 9.510.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificateor Issuance Notice, evidencing sufficient Revolving Availability with respect to as the requested Revolving Loans, and a Borrowing Base Report;case may be; 100 (ii) both before and after making any Revolving Loans the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing BaseRevolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (and any such representations and warranties that contain a materiality or Material Adverse Effect qualification 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 or a Default;; and (v) on or before the date of issuance of any Letter of Credit, Administrative Agent and Paying Agent shall have received all other information required by the Borrowing Base Report for applicable Issuance Notice, and such other documents or information as the Business Day prior to applicable Issuing Lender may reasonably require in connection with the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder; (vi) as issuance of such Credit Date, no Key Person Event shall have occurred; and (vii) in accordance with the terms Letter 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 DiscretionCredit. Any Agent or 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 Permitted Discretion good faith judgment of such Agent or Requisite Lenders Lenders, such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. 3.1 The obligation of each Lender the Bank to make allow the Borrower to utilize or continue to utilize/ disburse or continue to disburse the Facility/ Individual Facility or any Revolving Loan on any Credit Date is part thereof from time to time shall be subject to (a) The Borrower shall deliver to the satisfaction, or waiver in accordance with Section 9.5, Bank a certified true copy of the following conditions precedent: Borrower’s constitutional documents including (i) Administrative Agentas applicable)., Paying Agent Memorandum and Custodian shall have received a fully executed Articles of Association and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization Certificate of Revolving Commitments shall not exceed the Borrowing Base; (iii) as Incorporation or Deed of Partnership or true copy of such Credit Date, other document under which the representations and warranties contained herein and in the other 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, other than those representations and warranties which Borrower is/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, or true and correct in all respects, constituted/ incorporated (as the case may be), as amended up-to-date as also certified true copies of authorizations from the Board of Directors/ Resolution of the Partners/ Trustees for the purpose of availing the Facilities as also execution of the necessary documents in this behalf as also other documents as may be prescribed by the Bank from time to time; (b) The Borrower shall have met and continues to meet the Bank's requirement of creditworthiness for which the Bank may make such enquires as it deems fit from time to time. (c) The Borrower shall have complied and continues to comply with the Know Your Customer (KYC) related guidelines and such other conditions as may be prescribed by the RBI from time to time. (d) No Event of Default shall have happened. (e) The Borrower shall have satisfied the Bank that the proposed utilization and all prior utilization of the Facility/ Individual Facility or any part thereof is only towards the Purpose; (f) The Borrower shall have provided, duly executed and delivered/ obtained such demand promissory notes, guarantee/s, security documents, other documents, writings as required by the Bank and handed over to the Bank such payment instruments including cheques/inchoate cheques as may be required by the Bank. The Borrower or the Security Provider on and as behalf of the Borrower, has created and/or procured the creation of such earlier date, provided, that Security in favour of the representations Bank over such Assets as the Bank may require and warranties in any Original Borrowing Base Certificate shall such form and manner as may be excluded specified by the Bank from time to time for the certification in this Section 3.3(a)(iii) to repayment / payment of the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(iiOutstanding Balance(s); (ivg) as The Borrower has paid and shall continue to pay all GST/taxes, charges, fees, costs, expenses and all other monies in relation to, arising out 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 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 deliveredor, 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 Agreementgrant of the Facilities/ Individual Facility including payments of such monies as mentioned in the Facility Letter. (h) The Borrower shall have kept the Secured Assets marketable with clear mortgageable title free from any encumbrances to the satisfaction of the Bank. 3.2 The Borrower shall, and if so required by the Collateral Agent has received Bank, submit to the Bank a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is certificate (in a form acceptable to the Collateral Agent in its Permitted Discretion. Any Agent Bank) by a Statutory Auditor or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior consultant(s) acceptable to the making of any Credit Extension, additional information reasonably satisfactory to Bank certifying that all the requesting party confirming the satisfaction of any of the foregoing if, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan aforesaid Conditions Precedent have been satisfiedduly fulfilled, and such other certifications in such form and manner in relation to Conditions Precedent as the Bank may require from time to time.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date is Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 9.510.05, of the following conditions precedent: (i) the Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Borrowing Notice together with a Borrowing Base Certificateor Issuance Notice, evidencing sufficient Revolving Availability with respect to as the requested Revolving Loans, and a Borrowing Base Reportcase may be; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date, ; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects; provided, further, that for purposes of the initial extensions of credit on the Closing Date and in the case of any extension of credit under any Incremental Facility in connection with any Limited Conditionality Transaction, the representations and warranties in any Original Borrowing Base Certificate for purposes of this Section 3.02(a)(ii) shall be excluded from the certification in this Section 3.3(a)(iii) limited to the extent a Replacement Borrowing Base Certificate has been delivered Specified Representations and the applicable Specified Merger Agreement Representations (or, with respect to any extension of credit under any Incremental Facility in substitute thereof in accordance connection with Section 2.1(c)(iiany Limited Conditionality Transaction, the equivalent representations under the applicable definitive document with respect to such Limited Conditionality Transaction);; and (iviii) as of such Credit Date (other than the Credit Date occurring on 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; (v) provided that both immediately before and immediately after 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 Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making effectiveness of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing ifIncremental Facility (or, in the Permitted Discretion case of any extension of credit under any Incremental Facility in connection with any Limited Conditionality Transaction, at the option of the Borrower if agreed by the lenders providing such Agent Incremental Facility, at the time of an LCA Election or Requisite Lenders at the time of the consummation of the relevant Acquisition or Investment) no Default or Event of Default exists or would exist after giving effect to such request is warranted Incremental Facility (or, in the case of any extension of credit under any Incremental Facility in connection with any Limited Conditionality Transaction, if agreed by the circumstances. Notwithstanding anything contained herein lenders providing such Incremental Facility, no Event of Default under Section 8.01(a), (f) or (g) exists or would exist after giving effect 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 Loan have been satisfiedsuch Incremental Facility).

Conditions Precedent. The obligation of each Lender shall not be required to make any Revolving Loan on any Credit Date is subject to the satisfaction, or waiver in accordance with Section 9.5, of Advance hereunder unless and until the following conditions precedenthave been, and continue to be, satisfied in Lender=s sole discretion: (ia) Administrative AgentAll of the documents required by Lender in connection with this Agreement and the Credit Line, Paying Agent including without limitation this Agreement and Custodian the Promissory Note (collectively, the “Loan Documents”) shall have received a fully executed been duly executed, acknowledged (if required), and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, Lender and a Borrowing Base Report;shall be in full force and effect. (iib) both before Borrower shall have provided evidence satisfactory to Lender that Borrower and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed person or persons signing the Borrowing Base;Loan Documents have the authority to do so. (iiic) The representations and warranties contained in this Agreement shall then be true and correct with the same effect as of such Credit Date, though the representations and warranties contained had been made at such time. The request for an Advance by Borrower shall constitute a reaffirmation by Borrower to Lender that all representations and warranties made herein and in the other Credit Documents shall be remain true and correct in all material respects on and as of that Credit Date to the same extent as though made on given the time such request is made, and as of that dateall conditions precedent listed in this Paragraph 7 have been, other than those representations and warranties which are qualified by materialitycontinue to be, in which case, such representation and warranty shall be true and correct satisfied in all respects on and as of that Credit Date, except, in each case, to the extent date 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 true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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);request is made. (ivd) as No Event of such Credit Date, no event Default shall have occurred and be continuing continuing, and no condition exists or would result from event shall have occurred which, with the consummation giving of notice or the applicable Credit Extension that lapse of time or both, would constitute an Event of Default or a Default;. (ve) 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. Notwithstanding anything contained herein in this Agreement or the other Loan Documents to the contrary, neither the Paying Agent nor foregoing conditions are solely for the Collateral Agent benefit and protection of Lender. Lender may, in its sole discretion, waive or defer the performance of any condition on one or more occasions. Any such waiver or deferral shall be responsible not establish a course of dealing or liable for determining whether otherwise obligate Lender to waive or defer any conditions precedent to making a Loan have been satisfiedcondition on other occasions.

Conditions Precedent. The obligation obligations of each Lender the Purchaser to make any Revolving Loan purchase the Receivables on the Original Closing Date and on any Credit Date is Business Day on which Receivables are sold or contributed hereunder shall be subject to the satisfaction, or waiver in accordance with Section 9.5, satisfaction of the following conditions precedentconditions: (ia) Administrative AgentAll representations and warranties of the Sellers contained in this Agreement shall be true and correct on the Original Closing Date, Paying Agent on the Amendment Effective Date and Custodian shall have received a fully executed on the applicable Business Day of sale or contribution, with the same effect as though such representations and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Reportwarranties had been made on such date; (iib) both before and after making any Revolving Loans requested on such Credit Date, All information concerning the Total Utilization of Revolving Commitments shall not exceed Receivables provided to the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents Purchaser shall be true and correct in all material respects on and as of that Credit the Original Closing Date, in the case of any Receivables sold on the Original Closing Date, or on any other date such Receivables are created, in the case of any Receivables created after the Original Closing Date and sold or contributed by any Seller to the same extent as though made Purchaser on and a subsequent Business Day (including as of that date, other than those representations and warranties which are qualified by materialitythe Amendment Effective Date, 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, or true and correct in all respects, as the case may be of any Receivables sold on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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)(iiAmendment Effective Date); (ivc) as of such Credit Date, no event Each Seller shall have occurred substantially performed all other obligations required to be performed by the provisions of this Agreement and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or other Transaction Documents to which it is a Defaultparty; (vd) The Sellers shall have either filed or caused to be filed the Administrative Agent financing statement(s) required to be filed pursuant to Section 2.1(b); -------------- (e) All corporate and Paying Agent legal proceedings, and all instruments in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be satisfactory in form and substance to the Purchaser, and the Purchaser shall have received from the Borrowing Base Sellers copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as the Purchaser may reasonably have requested; (f) The Sellers shall deliver to the Purchaser and each Funding Agent a Weekly Report for the Weekly Settlement Period immediately preceding the Business Day prior to the Credit Date on 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 occurredReceivables are sold or contributed; and (viig) 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 Requisite Lenders Termination Date 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedoccurred.

Conditions Precedent. The obligation of each Lender to -------------------- make any Revolving Loan a Tranche B Term Loan, on any Credit Date Date, is subject to the satisfaction, or waiver in accordance with Section 9.510.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with and a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base Report; (ii) both before and after making any Revolving Tranche B Term Loans requested on such Credit Date, the outstanding Tranche B Term Loans shall not exceed the Tranche B Term Loan Commitments then in effect and the Total Utilization of Revolving Commitments Exposure shall not exceed the Borrowing BaseBase as set forth in the Borrowing Base Certificate delivered in connection with the making of such Tranche B Term Loans; (iii) no injunction or other restraining order shall have been issued and no hearing to cause an injunction 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 transactions contemplated hereby or the making of any Loan; (iv) as of such Credit Date, the representations and warranties contained herein and in the other 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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);; and (ivv) 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 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan Loan, on any Credit Date is Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent: (i) Administrative Agent(a) with respect to Revolving Loans, Paying Agent and Custodian the Lead Agents shall have received a fully executed and delivered Funding Notice together with a Borrowing Base CertificateCertificate two (2) Business Days prior to such Credit Date, evidencing sufficient Revolving Availability with respect to the requested Revolving Loan together with a schedule of Receivables listing the Receivables to be pledged in connection with the Revolving Loan, such schedule to (1) be in an electronic file format reasonably satisfactory to the Administrative Agent, and (2) set forth the information required and requested by the Administrative Agent and the Custodian to value and administer the Receivables described therein, including, without limitation, the information with respect to each related Contract required to calculate the Excess Concentration Amount and identification of each such Contract by (I) the account number; (II) Obligor name and (III) the outstanding principal balance of the Receivable evidenced by such Contract as of the Credit Date related to such Revolving Loan, and (b) with respect to Amortized Loans, the Lead Agents shall have received a fully executed and a Borrowing Base Reportdelivered Interest Rate Election on or prior to such Credit Date; (ii) both before and after making any Revolving Loans the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments as of such Credit Date shall not exceed the lesser of (A) the Revolving Commitments then in effect and (B) the Borrowing Base; (iii) as of such Credit Date, the representations and warranties made by each of the Credit Parties contained herein and in the other 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 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 the Collateral Agent shall have occurredreceived satisfactory evidence of the valid transfer of the Eligible Receivables comprising the Borrowing Base to the Borrower; and (viivi) in accordance with the terms of the Custodial Agreement, Company the Borrower has delivered, or caused to be delivered delivered, to the Custodian, all original or authoritative copies of all agreements the related to Receivable File and 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 Lead Agent has received a Collateral Trust Receipt and Exception Report from the Custodian, which Collateral Trust Receipt and Exception Report is acceptable to the Collateral Agent Lead Agents in its Permitted Discretiontheir sole discretion. Any Agent or Requisite Lenders Lead Agent 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 Permitted Discretion good faith judgment of such Agent or Requisite Lenders Lead Agent such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date is subject As conditions precedent to the satisfactionmaking of the Loan, or waiver in accordance with Section 9.5, each of the following conditions precedent:shall be satisfied prior to the execution and delivery of this Agreement, the closing of the Loan and the funding of the Initial Advance Amount on the Effective Date (provided that (i) the execution and delivery of this Agreement by Lender shall mean that each of such conditions are deemed satisfied as of such date and (ii) the conditions precedent set forth in this Section 3.1 shall only apply as conditions precedent to the funding of the Initial Advance Amount with any funding of an Advance after the Effective Date occurring subject to the conditions precedent set forth in Section 3.4): (a) Lender shall have received and approved documentation regarding Borrower’s, Mortgage Borrower’s and Guarantor’s capital structure, any other documents or agreements of any kind reasonably requested by Lender concerning the financial condition of Borrower, Mortgage Borrower or Guarantor (in the form previously delivered to Lender), and Lender shall have approved the current financial condition of Borrower, Mortgage Borrower and Guarantor. (b) Lender shall have received and approved, from Borrower, Mortgage Borrower and Guarantor copies certified as true and complete of the following documents from the applicable governmental authority: (i) the articles or certificate of incorporation, certificate of partnership, or certificate of limited liability company, as applicable; and (ii) good standing certificates or certificates of existence from the jurisdictions in which each such Person is organized and/or qualified to do business dated not more than thirty (30) days prior to the Effective Date. Lender shall have received and approved true and complete copies of the by-laws, partnership agreement or operating agreement, as applicable, of Borrower, Mortgage Borrower and Guarantor, certified as of the Effective Date as complete and correct copies thereof by the Secretary or an Assistant Secretary, general partner, manager or other authorized representative reasonably acceptable to Lender, of such Person. (c) Borrower shall have executed and delivered to Lender or shall have caused to be executed and delivered to Lender all Loan Documents and Other Related Documents, which Loan Documents and Other Related Documents shall be in form and substance satisfactory to Lender and Lender shall have received and approved all other documents, instructions, and forms of evidence or other materials requested by Lender under the terms of this Agreement or any of the other Loan Documents, including without limitation, certificates of insurance satisfactory to Lender as may be required by Lender pursuant to this Agreement. (d) Lender shall have received and approved a current survey of the Property and prepared by a licensed surveyor acceptable Lender and title insurer who shall certify such survey to Lender and the title insurer (Lender acknowledges that the Survey delivered to Lender prior to the closing of the Loan shall satisfy this requirement). (e) Lender shall have received and approved UCC, tax and judgment lien searches on the Property, Collateral, Borrower, Mortgage Borrower and Guarantor, as requested by Lender, showing no liens or violations, dated not more than thirty (30) days prior to the Effective Date. (f) Lender shall have received (a) the UCC Policy, together with any endorsements which Lender may require, insuring the principal amount of the Loan and the validity of the lien of the Collateral, subject to no other liens, and (B) the Owner’s Title Policy, together with any endorsements which Lender may require, including, but not limited to the mezzanine financing endorsement, insuring the Mortgage Borrower as the owner of the Property. (g) Lender shall have received and approved Mortgage Borrower’s standard form of lease, if any, to be used in connection with the Property. (h) Lender’s internal loan committee shall have given final internal credit and underwriting approval for the Loan. (i) Administrative Agent, Paying Agent Lender shall have received an Appraisal confirming to the satisfaction of Lender that the LTV (As-Is) does not exceed sixty-five percent (65%) and Custodian the LTV (As-Stabilized) does not exceed 60%. (j) Lender shall have received a fully executed copy of the resolutions, in form and substance satisfactory to Lender, of Borrower, Mortgage Borrower and Guarantor, authorizing the execution, delivery and performance of the Loan Documents and Other Related Documents to which such Person is a party and the transactions contemplated thereby, certified as of the Effective Date by the Secretary or an Assistant Secretary, general partner, manager or other authorized representative reasonably acceptable to Lender, as applicable, which certificates shall be in form and substance satisfactory to Lender and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded. (k) No litigation or other proceeding shall be filed, pending or threatened in writing against the Collateral, the Property, Borrower, Mortgage Borrower or Guarantor which are reasonably likely to have a Material Adverse Effect. (l) No law, rule, regulation or court or administrative decision is reasonably likely to have a Material Adverse Effect. (m) Lender shall be satisfied that no material adverse change has occurred to Borrower, Mortgage Borrower, Guarantor, the Collateral or the Property, including without limitation that there has not occurred: (i) a material decline in the financial condition of Borrower, Mortgage Borrower or any Guarantor; (ii) the downgrading of Borrower’s, Mortgage Borrower’s or any Guarantor’s credit rating; (iii) a materially adverse change in the physical condition of the Property; or (iv) a change in market conditions which could affect the value and/or leasing of the Property. (n) Lender shall have reviewed and approved the Management Agreement. (o) Lender shall have received payment for all fees, costs and expenses required to be paid by Borrower under this Agreement. (p) Lender shall have received environmental reports and property condition report for the Improvements satisfactory to it in its sole discretion. (q) Borrower shall have delivered Funding Notice together with a Borrowing Base Certificateto Lender all opinions from counsel as Lender may reasonably require, evidencing sufficient Revolving Availability including, without limitation, due execution and authority opinions and enforceability opinions, in form and substance satisfactory to Lender. (r) Borrower shall have delivered all insurance certificates with respect to the requested Revolving Loans, and a Borrowing Base Report;policies required hereunder. (iis) both before Lender shall have received and after making any Revolving Loans requested on such Credit Date, approved all Existing Leases affecting the Total Utilization Property as of Revolving Commitments the date hereof and Borrower shall not exceed have delivered to Lender a certified copy of the Borrowing Base;rent roll for the Property. (iiit) as Lender shall have received a chart showing the organizational structure of such Credit DateBorrower, the representations Mortgage Borrower and warranties contained herein and in the other Credit Documents shall Guarantor that is certified by Borrower to be true and correct in all material respects on and as of that Credit Date is reasonably acceptable to the same extent as though made on and as of that date, 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 Lender. (u) Lender shall have been true and correct in all material respects, or true and correct in all respects, as the case may be on and as of such earlier date, provided, received evidence that the representations Property complies with applicable zoning and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii) to the extent land use laws (which evidence may include, if requested by Lender, a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(iithird party zoning report); (iv) 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 or a Default;. (v) All Property Taxes then due and payable shall have been paid. (w) All Liens upon the Administrative Agent and Paying Agent Collateral shall have been discharged (regardless of whether insured by the Owner’s Title Policy delivered to Lender). (x) Lender shall have received executed estoppel certificates from (i) tenants representing at least 75% of the Borrowing Base Report total leased area of the Property and (ii) each of (I) Lockton Companies, LLC – Pacific Series, (II) O▇▇▇▇▇, H▇▇▇▇▇▇▇▇▇ & S▇▇▇▇▇▇▇▇, LLP, (III) National Union Fire Insurance Company of Pittsburgh, Pa., (IV) A▇▇▇▇▇ & P▇▇▇▇▇ K▇▇▇ ▇▇▇▇▇▇▇ LLP, and (V) Nossaman LLP, in each case in form and substance satisfactory to Lender. (y) Borrower and Guarantor shall have satisfied Lender’s Patriot Act requirements. (z) Lender shall have received an operating statement of the Borrower for the Business Day prior to year ending December 31, 2018, and the Credit Date which shall be delivered on a pro forma basis for the first Credit Date hereunder;quarter ending June 30, 2019. (viaa) as of such Credit Date, no Key Person Event Lender 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 received copies of all agreements related Material Contracts. (bb) Lender shall be satisfied that the Debt Yield shall, after giving effect to each Receivablethe funding of the Initial Advance Amount, including all applicable Receivable Agreements be equal to or greater than 7.0%. (including cc) Lender shall have received any counterparts) other documentation or information that are, on such Credit Date, being transferred and it shall have reasonably requested. Unless set forth in writing to the contrary in a separate instrument 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 Requisite Lenders shall be entitled, but not obligated to, request and receive, Borrower prior to closing, the making of any Credit Extension, additional information reasonably satisfactory to its Loan by Lender shall constitute a confirmation by Lender that insofar as Lender is concerned Borrower has satisfied the requesting party confirming the satisfaction of any of the foregoing if, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedset forth in Section 3.1.

Conditions Precedent. The obligation of each Lender to make any Revolving Term Loan or the Subsequent Draw on any Credit Date is Date, including the Closing Date, are subject to the satisfaction, or waiver by the Required Lenders in accordance with Section 9.510.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base ReportNotice; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) 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 Credit Documents Date shall be true and correct in all material respects (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 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, 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, 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 respectsrespects (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, or which representations and warranties shall be true and correct in all respects, as the case may be respects subject to such qualification) on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iviii) 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 or a Default; (iv) 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 Letter and Section 10.2; (v) the Administrative Agent and Paying Agent shall have received the Borrowing Base Report for the Business Day prior With respect to the Credit Date Subsequent Draw, there shall not exist any material action, suit, investigation, litigation or proceeding or other legal or regulatory developments, pending or threatened in writing against Company or any of its Subsidiaries, in any court or before any arbitrator or Governmental Authority that, in the sole discretion of the Required Lenders, singly or in the aggregate, could reasonably be expected to result in a judgment, writ or warrant of attachment or settlement involving any amount that is not adequately covered by insurance as to which shall be delivered on a pro forma basis for the first Credit Date hereundersolvent and unaffiliated insurance company has acknowledged coverage with respect to such amount; (vi) as the making of such Credit Dateshall not contravene any law, no Key Person Event shall have occurredrule or regulation applicable to any Agent or any Lender; 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 Administrative Agent has shall have received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Collateral Agent Solvency Certificate of Company substantially in its Permitted Discretionform of Exhibit J attached hereto. Any Agent or 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 Permitted Discretion good faith judgment of such Agent or Requisite Lenders Required Lender, such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. 13.1 The following are conditions precedent to the obligation of each Lender the Underwriters to make any Revolving Loan on any Credit Date is subject close the transaction contemplated by this Agreement, which conditions BIP covenants to exercise its best efforts to have fulfilled at or prior to the satisfactionClosing Time which conditions may be waived in writing in whole or in part by the Underwriters: (a) the Units shall have attributes substantially as set forth in the Disclosure Package and the Prospectus; (b) at the Closing Time, or waiver in accordance with Section 9.5BIP shall have delivered to the Underwriters a certificate, dated the Closing Date, signed on behalf of the following conditions precedentGeneral Partner by any two of its officers satisfactory to the Underwriters, acting reasonably, and certifying that: (i) Administrative Agentexcept as disclosed in or contemplated by the Disclosure Package and the Prospectus, Paying Agent or any amendments thereto: (A) there has been, since September 30, 2020 and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect prior to the requested Revolving LoansClosing Time, and no material change (financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of BIP on a Borrowing Base Reportconsolidated basis; and (B) no transaction of a nature material to BIP on a consolidated basis has been entered into, directly or indirectly, by BIP since September 30, 2020; (ii) both before and after making no order, ruling or determination (excluding temporary trading halts for the dissemination of information) having the effect of ceasing or suspending trading in any Revolving Loans requested on securities of BIP has been issued in the United States and, to BIP’s knowledge, no proceedings for such Credit Datepurpose are pending, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Basecontemplated or threatened; (iii) as of such Credit Date, the representations and warranties of BIP contained herein and in the other 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, 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 as of the Closing Time, with the same force and effect as if made at and as of the Closing Time; and (iv) BIP has complied with all terms and conditions of this Agreement to be complied with by BIP at or prior to the Closing Time, and all such matters shall in fact be true at the Closing Time; (c) the Underwriters shall have received evidence satisfactory to them, acting reasonably, that BIP has submitted an application for listing the Units on the NYSE; (d) subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded BIP or any debt securities, convertible securities or preferred stock issued, or guaranteed by, BIP or any of the other BIP Entities by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of BIP or any such debt securities, convertible securities or preferred stock issued or guaranteed by any of the BIP Entities (other than an announcement with positive implications of a possible upgrading); (e) on and as of that Credit the Closing Date, exceptthe Units shall have at least the rating specified in the Disclosure Package from S&P Global Ratings, and BIP shall have delivered to the Underwriters a letter on or prior to the Closing Date, from S&P Global Ratings, or other evidence reasonably satisfactory to the Underwriters, confirming that the Units have been assigned such rating; (f) at the Closing Time, M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP, special Investment Company Act counsel for BIP, shall have furnished to the Underwriters, at the request of BIP, their written opinion, dated the Closing Date and addressed to the Underwriters, such letter to be in form and content satisfactory to the Underwriters and their counsel, acting reasonably; (g) the Underwriters shall have received at the Closing Time the letter of the auditors of BIP updating the “comfort letter” referred to in Section 6.1 to a date not more than two business days prior to the date of such letter, such letter to be in form and content satisfactory to the Underwriters and their counsel, acting reasonably; (h) at the Closing Time, the Underwriters shall have received a favorable legal opinion and 10b-5 negative assurance letter, dated the Closing Date, on behalf of BIP from Torys LLP, BIP’s U.S. and Canadian legal counsel, addressed to the Underwriters and their counsel with respect to such matters as may reasonably be requested by the Underwriters; (i) at the Closing Time, the Underwriters shall have received a favorable legal opinion, dated the Closing Date, on behalf of BIP from A▇▇▇▇▇▇ (Bermuda) Limited addressed to the Underwriters and their counsel with respect to such matters as may reasonably be requested by the Underwriters; (j) at the Closing Time, the Underwriters shall have received a favorable legal opinion and 10b-5 negative assurance letter, dated the Closing Date, from their U.S. counsel, Milbank LLP, with respect to such matters as the Underwriters may reasonably request; (k) at the Closing Time, the Underwriters shall have received a legal opinion, dated the Closing Date, on behalf of BIP from Torys LLP, to the effect that each caseof BIP and BILP will be classified as a partnership and not as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes; (l) on or prior to the Closing Date, the BIP LPA Amendment shall have been executed by the General Partner and the Amended BIP LPA shall be in full force and effect; (m) on or prior to the Closing Date, the BILP LPA Amendment shall have been executed by the managing general partner and/or the special limited partner of BILP and the Amended BILP LPA shall be in full force and effect; (n) promptly following the closing of the Offering, the Mirror Units will be issued by BILP to BIP with terms conforming with those set forth in the Disclosure Package and the Prospectus; (o) no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) under the Securities Act or pursuant to Section 8A of the Securities Act, shall be pending before or threatened by the SEC; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the SEC under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent such representations required by Rule 433 under the Securities Act) 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 true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) as of such Credit Date, no event 3.1 hereof; and all requests by the SEC for additional information shall have occurred and be continuing or would result from been complied with to the consummation reasonable satisfaction of the applicable Credit Extension that would constitute 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 occurredRepresentatives; and (viip) in accordance with on the terms date of this Agreement and on the Closing Date, BIP shall have furnished to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of the Custodial Agreementchief financial officer of Brookfield Infrastructure Group L.P., Company has delivered, or caused with respect to be delivered to certain financial data contained in 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, Disclosure Package and the Collateral Agent has received a Collateral Receipt Prospectus, providing “management comfort” with respect to such information, in form 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 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 the requesting party confirming the satisfaction of any of the foregoing if, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedRepresentatives.

Conditions Precedent. 5.01 Conditions to the Issuer's Obligations. The obligation obligations of each Lender the Issuer to make any Revolving Loan on any Credit Date is provide LFC VI with the consideration provided for herein shall be subject to the satisfaction, or waiver in accordance with Section 9.5, satisfaction of the following conditions precedentconditions: (ia) Administrative Agent, Paying Agent All representations and Custodian shall have received a fully executed warranties of LFC VI contained in Section 3.01(a) of this Agreement and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability all information with respect to the requested Revolving Loans, Lease Receivables and a Borrowing Base Report; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and Related Security provided in the other Credit Documents Lease Collateral Schedule or Amended Lease Collateral Schedule, as applicable, shall be true and correct in on the related Acquisition Date, all material respects on and as of that Credit Date to the same extent as though made on and as of that date, other than those representations and warranties which are qualified by materialityin Section 3.01(b) hereof, in which case, such representation and warranty shall be true and correct in all respects on and as of that Credit the Initial Funding Date and each other Acquisition Date, except, in each case, and LFC VI shall have delivered to the extent Issuer, the Indenture Trustee and each Noteholder an officer's certificate to 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 true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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)effect; (ivb) as of such Credit Date, no event LFC VI shall have occurred delivered all other information theretofore required or reasonably requested by the Issuer to be delivered by LFC VI hereunder, duly certified by an officer of LFC VI, and LFC VI shall have substantially performed all other obligations required to be continuing or would result from performed by the consummation provisions of the applicable Credit Extension that would constitute an Event of Default or a Defaultthis Agreement; (vc) the Administrative Agent and Paying Agent shall have received the Borrowing Base Report for the Business Day On or prior to the Credit Initial Funding Date which shall be delivered on a pro forma basis for and the first Credit Date hereunder; (vi) as of such Credit applicable Acquisition Date, no Key Person Event LFC VI shall have occurred; and (vii) in accordance with the terms of the Custodial Agreement, Company has delivered, delivered or caused to be delivered the Lease Contracts relating to the CustodianLease Receivables to the Indenture Trustee and there shall have been made all filings, recordings and/or registrations, and there shall have been given, or taken, any notice or any other similar action, as may be necessary to meet the requirements in the relevant jurisdiction for perfection of the transfer to the Issuer and in order to establish and preserve the right, title and interest of the Issuer in the Lease Receivables and its security interests in the Related Security, provided however, that with respect to financing statements only those filings specified in Section 4.02(a) of the Indenture shall be required to be filed; (d) On or before the Closing Date, LFG, LFC VI, the Issuer, the Servicer and the Indenture Trustee, as applicable, shall have entered into the Servicing Agreement, the Lease Acquisition Agreement, the Indenture and this Agreement; (e) All of the Notes shall be issued and sold on the Closing Date and the Issuer shall receive the full consideration due it upon the issuance of such Notes. 5.02 Conditions to LFC VI's Obligations. The obligations of LFC VI to enter into this Agreement on the Closing Date and any LFC VI Certificate on a subsequent Acquisition Date shall be subject to the satisfaction of the following conditions: (a) All representations and warranties of the Issuer contained in this Agreement shall be true and correct with the same effect as though such representations and warranties had been made on the Closing Date; (b) The Financing Proceeds set forth herein shall have been paid or delivered to or at the direction of LFC VI simultaneously with the execution of this Agreement or the LFC VI Certificate as applicable; and (c) All corporate and legal proceedings and all original or authoritative instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to LFC VI, and LFC VI shall have received from the Issuer copies of all agreements related to each Receivabledocuments (including, including all applicable Receivable Agreements (including any counterpartswithout limitation, records of corporate proceedings) that are, on such Credit Date, being transferred and delivered to Company pursuant relevant 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 Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information transactions herein contemplated as LFC VI may reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedrequested.

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 Revolving Loan on any Credit Date is subject to the satisfaction, or waiver in accordance with Section 9.5, 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 and the Extending 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. (b) The Borrower shall have paid: (iA) to the Administrative Agent, Paying 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 Custodian 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 together with a Borrowing Base Certificatesigned by an authorized officer of the Borrower, evidencing sufficient Revolving Availability with respect to confirming (i) no Default or Event of Default shall have occurred and be continuing on the requested Revolving Loans, Extension Date and a Borrowing Base Report; after giving effect thereto and (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as of such Credit Date, the representations and warranties contained herein and set forth in the other Credit 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 to with the same extent force and effect as though if made on and or as of that date, other than the Extension Date (except for those representations and warranties which are qualified or parts thereof that, by materialitytheir terms, 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, expressly relate solely to the extent such representations and warranties specifically relate 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, or respects and all such other representations and warranties shall be true and correct correct, in all respects, as the each case may be on and as of such earlier specific date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) 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 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan on any Credit Date is subject to This First Amendment shall become effective and enforceable against the satisfaction, or waiver in accordance with Section 9.5, of parties hereto upon the following conditions precedentfollowing: (i) 3.1 The Administrative Agent’s and each Lender’s receipt of multiple original counterparts, as requested by the Administrative Agent, Paying Agent of this First Amendment, duly and Custodian shall have received a fully validly executed and delivered Funding Notice together with a Borrowing Base Certificateby duly authorized officers of the Borrower, evidencing sufficient Revolving Availability the Parent, the Administrative Agent and the Lenders. (a) The Borrower shall execute and deliver the Incremental Warrant Agreements with respect to the requested Revolving LoansIncremental Warrants, on the same terms and a Borrowing Base Report;conditions as the Warrant Purchase Agreement and/or Common Unit Purchase Warrant Agreement(s) executed by the Borrower on or about December 28, 2018 in connection with the Credit Agreement and (b) the Incremental Warrants shall have been issued in accordance with the terms of the Incremental Warrant Agreements. (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization 3.3 There shall exist no Default or Event of Revolving Commitments shall not exceed the Borrowing Base;Default. (iii) as of such Credit Date, the 3.4 All representations and warranties contained herein in the Credit Agreement and in the other Credit 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, other than those representations and warranties which are (unless already qualified by materiality, materiality in which case, case such applicable representation and warranty shall be true and correct in all respects on and correct) with the same effect as of that Credit Date, except, in each case, to the extent though such representations and warranties specifically relate had been made as of the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to an earlier date, in which case such representations and warranties shall have been be true and correct in all material respects, or respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct in all respects, as the case may be on and correct) only as of such earlier specified date); provided that the representation and warranty made pursuant to Section 4.9 of the Credit Agreement, provided, that is deemed modified (solely for the purposes of this Section 3.4 and not for any future time when the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iiiare made or deemed made) to state that “Since December 31, 2017, except for shutting-in the extent a Replacement Borrowing Base Certificate has been delivered ▇▇▇▇▇ known as Port of Orange Riverside, ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ Minerals due to the drop in substitute thereof in accordance with Section 2.1(c)(ii); (iv) as of such Credit Dateoil prices attributed to the COVID-19 crisis, no event shall have occurred which is intended to be temporary, and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default; (v) which was communicated to the Administrative Agent and Paying on May 12, 2020, no event, circumstance or change has occurred that has caused or could be expected to result in, either individually or in the aggregate, a Material Adverse Effect.” 3.5 The Administrative Agent shall have received the Borrowing Base Report for the Business Day all fees and other amounts (including attorneys’ fees and expenses) due and payable on or 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 First Amendment Effective 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 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation of each Lender Purchaser to make any Revolving Loan purchase the DIP Notes on any Credit the Closing Date is or the Additional DIP Notes Closing Date, as applicable, are subject to the satisfaction, or waiver in accordance with Section 9.510.5, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian Purchaser shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, and a Borrowing Base ReportNotice; (ii) both before and after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base; (iii) as As of such Credit Date, the representations and warranties contained herein and in the other Credit DIP Note 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date; provided that, providedin each case, that the such materiality qualifier shall not apply to any representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification in this Section 3.3(a)(iii) to the extent a Replacement Borrowing Base Certificate has been delivered already qualified or modified by materiality or similar concept in substitute thereof in accordance with Section 2.1(c)(ii)the text thereof; (iviii) as As of such Credit Date, no event shall have occurred and be continuing or would result from the consummation issuance and sale of the applicable Credit Extension DIP Notes that would constitute an Event of Default or a Default; (iv) (a) With respect to the purchase of New Money Initial DIP Notes and Roll Up DIP Notes on the Closing Date, the Interim Order shall remain in full force and effect and shall not have been modified or amended without the consent of Purchaser and shall not have been reversed or stayed pending appeal and (b) With respect to the purchase of New Money Additional DIP Notes on the Additional DIP Notes Closing Date, the Final Order shall remain in effect and shall not have been modified or amended without the consent of Purchaser and shall not have been reversed or stayed pending appeal; ​ (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[reserved]; (vi) as As of such Credit Date, no Key Person Event the Debtors shall have occurredbe in compliance in all material respects with the Orders; and (vii) in accordance with the terms As 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 Company shall have paid all adequate protection payments to the Pre-Petition Purchasers and delivered the Pre-Petition Note Purchase Agent, as applicable, as provided in the Interim Order and shall have paid to Company Collateral Agent all expenses payable 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 Section 10.2 or otherwise required to be paid or reimbursed to the Collateral Agent in its Permitted Discretion. Any Agent or Requisite Lenders shall be entitledand Purchaser, but not obligated toincluding all reasonable and documented out-of-pocket fees of legal counsel, request financial advisors and receive, prior other professionals to the making of any Collateral Agents and Purchaser, that have accrued to such Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedDate.

Conditions Precedent. The obligation of each Lender the Purchaser to make purchase any Revolving Loan on any Credit Date Securities hereunder is subject to the satisfaction, or waiver in accordance with Section 9.5, satisfaction of each of the following conditions precedent: (a) The issuance and sale of the Securities shall not contravene any law, rule or regulation applicable to the Purchaser or the Company or any of its Subsidiaries; (b) The following conditions have been satisfied as of the Initial Closing Date and each Additional Closing Date, (i) Administrative Agent, Paying Agent The representations and Custodian warranties of the Company contained herein and in any Related Document and in any writing delivered pursuant hereto or thereto shall have received a fully executed be true and delivered Funding Notice together with a Borrowing Base Certificate, evidencing sufficient Revolving Availability with respect to correct when made and materially true and correct as of the requested Revolving Loans, time of the Initial Closing and a Borrowing Base Reporteach Additional Closing; (ii) both No action, suit, investigation or proceeding shall be pending or threatened before and after making any Revolving Loans requested on such Credit Datecourt or Governmental Agency to restrain, the Total Utilization prohibit, collect damages as a result of Revolving Commitments shall not exceed the Borrowing Baseor otherwise challenge this Agreement or any Related Document or any transaction contemplated hereby or thereby; (iii) All acts or covenants required hereunder to be performed by the Company prior to the Initial Closing and each Additional Closing shall have been fully performed by it; and (iv) No Material Adverse Change shall have occurred between the date of the Current Balance Sheet and the Initial Closing Date or Additional Closing Date and no event or occurrence shall have occurred that could have a Material Adverse Effect. (c) The following documents and items shall be delivered to the Purchaser at or prior to the Initial Closing and each Additional Closing: (i) A fully executed counterpart of this Agreement (at the Initial Closing only), and the fully executed Debenture, the Security Agreement and the UCC-1 financing statements related thereto, the Warrants and the certificates (in such denominations as the Purchaser shall request) for the Warrants being delivered by the Company at the Initial Closing and each Additional Closing. (ii) Certificates of a duly authorized officer of the Company dated as of such Credit the Initial Closing Date and each Additional Closing Date, : (A) Stating that the following conditions have been satisfied as of the Initial Closing Date and each Additional Closing Date: (1) The representations and warranties of the Company contained herein and in the other Credit Documents shall be any writing delivered pursuant hereto were true and correct in all material respects on when made and as of that Credit Date to the same extent as though made on and as of that date, other than those representations and warranties which are qualified by materiality, in which case, such representation and warranty shall be materially true and correct in all respects on and as of that Credit Datethe time of the Initial Closing and each Additional Closing; (2) No action, exceptsuit, in each caseinvestigation or proceeding is pending or threatened before any court or Governmental Agency to restrain, prohibit, collect damages as a result of or otherwise challenge this Agreement or any Related Document or any transaction contemplated hereby or thereby; (3) All acts or covenants required hereunder to be performed by the Company prior to the extent such representations Initial Closing and warranties specifically relate to an earlier date, in which case such representations each Additional Closing have been fully performed by it; and (4) No Material Adverse Change shall have occurred between the date of the Current Balance Sheet and warranties the Initial Closing Date and each Additional Closing Date and there shall have been true no event or occurrence that could result in a Material Adverse Effect; and (B) Setting forth the resolutions of the Board of Directors authorizing the execution and correct in all material respectsdelivery of this Agreement and the Related Documents and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or true and correct in all respects, as the case may be on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate amended; (iii) The Company shall be excluded from the certification in this have paid fees payable pursuant to 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)12.4 hereof; (iv) A copy of a certificate of the appropriate official(s) of the state of organization and each state of foreign qualification of the Company and each of its Subsidiaries certifying as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation date of the applicable Credit Extension that would constitute an Event certificate to the existence in good standing of, and the payment of Default or a Defaulttaxes by, such Person in such states; (v) A true and complete copy of the Administrative Agent and Paying Agent shall have received Certificate of Incorporation, as amended, of the Borrowing Base Report for the Business Day Company, certified as of a date not more than six months prior to the Credit Initial Closing Date which shall be delivered on by an appropriate official of the state of organization of each such Person, a pro forma basis for true and complete copy of the first Credit Bylaws of the Company, certified as of the Initial Closing Date hereunder;by the Secretary of the Company, and a certificate as of each Additional Closing Date by the Secretary of the Company that there has been no change to the Certificate of Incorporation or Bylaws of the Company since the Initial Closing Date; and (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 Such other documents relating 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 transactions contemplated hereby as 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 Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information Purchaser may reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedrequest.

Conditions Precedent. The obligation of each Lender to make any Revolving Loan Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date is Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 9.510.04, of the following conditions precedent: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully executed and delivered Funding Notice together with a Borrowing Base Certificateor Issuance Notice, evidencing sufficient Revolving Availability as the case may be (and, with respect to any Letter of Credit, on or before the requested Revolving Loansdate of issuance of such Letter of Credit), Administrative Agent shall have received all other information required by the applicable Issuance Notice, and a Borrowing Base Reportsuch other documents or information as the applicable Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit; (ii) both before and after making any Revolving Loans the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Borrowing BaseRevolving Commitments then in effect; (iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit 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, 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, 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 true and correct in all respects, as the case may be respects on and as of such earlier date, provided, that the representations and warranties in any Original Borrowing Base Certificate shall be excluded from the certification 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); (iv) at the time of and immediately after giving effect to such Credit Extension and any other transactions to occur on such Credit Date, no Default or Event of Default shall have occurred and be continuing; and (v) as of such Credit Date, no event Material Adverse Effect shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute 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 Datesince December 31, 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 Discretion2020. Any Agent or 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 Permitted Discretion good faith judgment of such Agent or Requisite Lenders Lender, such request is warranted under the circumstances. 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 Loan have been satisfied.

Conditions Precedent. The obligation effectiveness of each Lender to make any Revolving Loan on any Credit Date this Amendment is subject to the satisfaction, truth and accuracy of the representations and warranties set forth herein (and incorporated by reference) and satisfaction or waiver in accordance with Section 9.5, of the following conditions precedent: (a) The Administrative Agent shall have received: (i) Administrative Agent, Paying Agent and Custodian shall have received a fully A counterpart of this Amendment duly executed and delivered Funding Notice together with a Borrowing Base Certificateby the Company, evidencing sufficient Revolving Availability with respect to the requested Revolving Loans, Parent and a Borrowing Base Report;the Requisite Lenders; and (ii) both before and after making any Revolving Loans requested on such Credit Datea certificate dated as of the First Amendment Effective Date signed by a Responsible Officer of the Company stating, to the best of the certifying party’s knowledge, the Total Utilization of Revolving Commitments shall not exceed the Borrowing Base;following: (iiiA) as of such Credit Date, the All representations and warranties made or deemed made by each Borrower and any other Loan Party contained herein in this Amendment, in the Amended Credit Agreement and in each of the other Credit Loan Documents shall be to which such Loan Party is a party are true and correct in all material respects on (unless such representation and as of that Credit Date to the same extent as though made on and as of that date, other than those representations and warranties which are warranty is qualified by materiality, in which case, event such representation and warranty shall be true and correct in all respects respects) on and as of that Credit Datethe First Amendment Effective Date with the same force and effect as if made on and as of such date, except, in each case, 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 true and correct in all material respectsrespects (unless such representation and warranty is qualified by materiality, or in which event such representation and warranty shall have been true and correct in all respects, as the case may be ) on and as of such earlier date) and except for changes in factual circumstances permitted under the Loan Documents, providedand (B) No Default or Event of Default has occurred and is continuing. (b) All fees owed to the Lenders incurred in connection with this Amendment and required to be paid as of the First Amendment Effective Date and all expenses (including, that without limitation, the representations reasonable and warranties in any Original Borrowing Base Certificate documented out-of-pocket fees and expenses of legal counsel of the Administrative Agent) for which invoices have been presented to the Company on or prior to the First Amendment Effective Date shall be excluded from the certification in this Section 3.3(a)(iiihave been paid. (c) Solely to the extent a Replacement Borrowing Base Certificate has been delivered requesting in substitute thereof in accordance with Section 2.1(c)(ii); (iv) as of such Credit Datewriting by any Lender, no event shall have occurred and be continuing on or would result from the consummation of the applicable Credit Extension that would constitute 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 date hereof the first Credit Date hereunder; (vi) as of such Credit Date, no Key Person Event Company shall have occurred; and (vii) in accordance with the terms of the Custodial Agreement, Company has delivered, or caused on behalf of itself and any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to be delivered itself and to the Custodiansuch Loan Party, all original or authoritative copies of all agreements related to each Receivable, including all applicable Receivable Agreements (including any counterparts) such Lender that are, on so requests 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 Requisite Lenders shall be entitled, but not obligated to, request and receive, Beneficial Ownership Certification 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 Permitted Discretion of such Agent or Requisite Lenders such request is warranted under the circumstances. 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 Loan have been satisfiedFirst Amendment Effective Date.