Common use of Conditions to Closing Date Clause in Contracts

Conditions to Closing Date. It shall be a condition to the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Preferred Shares shall have a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Conditions to Closing Date. It The release of the Escrow Property to the Parent Borrower on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of the Guaranty from each of the parties listed on the signature pages hereto and thereto; (ii) a Note executed by the Borrowers in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (C) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent has been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; provided that if, notwithstanding the Parent Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the Equity Interests of (i) the Parent Borrower and (ii) each direct Wholly-Owned Subsidiary of the Parent Borrower that is organized in the United States or Canada (provided that such Equity Interests are not Excluded Equity and, in the case of THI and its subsidiaries, solely to the extent received by the Parent Borrower after use of commercially reasonable efforts) and (c) delivery of Uniform Commercial Code financing statements and/or PPSA registration statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code or PPSA, as applicable) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the Escrow Property to the Parent Borrower on the Closing Date that (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12); (iv) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (v) an opinion from each of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New York counsel to the following conditions Loan Parties, (B) Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Canadian counsel to the Loan Parties, (C) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, British Columbia counsel to the Loan Parties and (D) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Florida counsel to the Loan Parties; (vi) a certificate signed by a Responsible Officer of the Borrower certifying that (A) between December 29, 2013 and August 26, 2014, there has not been any fact, circumstance, change, effect, event or occurrence that has had or would reasonably be expected to have a Company Material Adverse Effect, (B) since August 26, 2014, no fact, circumstance, change, effect, event or occurrence has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (C) the condition set forth in clause (f)(ii) below is satisfied; (vii) a certificate attesting to the Solvency of the Parent Borrower and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transaction, from the Parent Borrower’s chief financial officer or other officer with equivalent duties; (viii) if any Credit Extension is being made on the Closing Date, a Committed Loan Notice or Letter of Credit Application, as applicable, relating to such Credit Extension; and (ix) if available in the relevant jurisdiction, good standing certificates or certificates of status, as applicable and bring down telegrams or facsimiles, for each Loan Party. (b) All fees and expenses required to be paid hereunder or pursuant to the Fee Letter, to the extent invoiced at least three (3) Business Days prior to the Closing Date shall have been satisfied paid in full in cash or waived will be paid on the Closing Date out of the proceeds of the Escrow Property released to the Parent Borrower on the Closing Date. (c) Prior to or substantially simultaneously with the release of the Escrow Property to the Parent Borrower on the Closing Date, (i) the Equity Contribution shall have been consummated, (ii) the Acquisition shall be consummated in all material respects in accordance with the terms of the Acquisition Agreement, without giving effect to any amendments, consents or waivers of the Acquisition Agreement by the Parent Borrower that are materially adverse to the Lenders or the Lead Arrangers, without the prior consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Lenders and Lead Arrangers) and (iii) the Senior Secured Notes shall have been issued. (d) The Lead Arrangers shall have received (i) the Audited Financial Statements, (ii) the Unaudited Financial Statements and (iii) the Pro Forma Financial Statements; provided that the filing of the required financial statements on Form 10-K and Form 10-Q with the SEC within the required time periods by BKW or THI will constitute receipt by the Lead Arrangers of the Audited Financial Statements and the Unaudited Financial Statements. (e) Prior to or substantially simultaneously with the release of the Escrow Property to the Parent Borrower on the Closing Date, the Refinancing shall have been consummated. (f) (i) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date and (ii) the Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and upon such satisfaction warranty that is qualified as to “materiality,” “Material Adverse Effect” or waiver, this Agreement similar language shall be effective:true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (ag) this The Administrative Agent and the Lead Arrangers shall have received at least two (2) Business Days prior to the Closing Date all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (h) The Acknowledgement of the Notes Intercreditor Agreement shall have been duly executed and delivered by each Loan Party party thereto, substantially in the parties hereto; (b) form of Exhibit K, and shall be in full force and effect. For purposes of determining whether the VMTP Preferred Shares Closing Date has occurred, each Lender that has executed this Agreement shall be deemed to have a long-term issue credit rating consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be, unless such Lender has notified the Administrative Agent of “Aa1” from Moody’s and long-term issue credit rating any disagreement prior to the release of “AA” from Fitch the Escrow Property to the Parent Borrower on the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Conditions to Closing Date. It shall be a condition to the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Preferred VRDP Shares Purchase Agreement, VRDP Shares Remarketing Agreement and the Tender and Paying Agent Agreement shall have been duly executed and delivered by the parties hereto or thereto; (c) the VRDP Shares shall have a long-term issue credit preferred share rating of “Aa1” Aa3 from Moody’s and long-term issue credit rating of “AA” ▇▇▇▇▇'▇ or AAA from Fitch on the Closing Date; (cd) the Liquidity Provider shall have short-term debt ratings of P-1 from ▇▇▇▇▇'▇ and F1+ from Fitch; (e) receipt by the Purchaser Liquidity Provider of opinion(sexecuted originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of: the Statement of Preferences and the VRDP Shares; a true and complete copy of the Agreement and Declaration of Trust as in full force and effect on the Closing Date; and an incumbency certificate with respect to the authorized signatories thereto; (f) receipt by the Liquidity Provider of opinions of counsel for the Fund acceptable to in the Purchaserform of Exhibit A; (dg) receipt by the Fund of opinions of counsel for the Liquidity Provider and the Remarketing Agent, in the form of Exhibit B; (h) receipt by the Fund and the Liquidity Provider of opinions of counsel for the Tender and Paying Agent in the form of Exhibit C; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys' fees and expenses related to the issuance of the VRDP Shares) payable to the Liquidity Provider on or prior to the Closing Date pursuant to this Agreement shall have been paid; and (j) there shall have been delivered to the Purchaser Liquidity Provider such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust organizational and legal proceedings as the Purchaser Liquidity Provider may have requested relating to the Fund’s 's entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered . Such documents shall, in any event, include a certificate of the Fund, in form and substance satisfactory to the Fund such information Liquidity Provider and copies its counsel, executed by an executive officer of documentsthe Fund, approvals (if any) dated the Closing Date, to the effect that the all representations and records certified, where appropriate, of trust and legal proceedings as warranties made by the Fund may have requested relating to herein or in any of the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a partyparty shall be true and correct in all material respects with the same effect as though such representations and warranties had been made at and as of such time, unless such representations and the transactions contemplated hereby warranties expressly relate to a specific earlier date, in which case such representations and thereby; (f) receipt by the Purchaser warranties are true and correct in all material respects as of executed originals or copies of such earlier date, that all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) obligations payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund under this Agreement have been paid or satisfied as of such date and the Purchaser of an opinion of counsel of the Redemption that all actions required to be taken, all consents required to be obtained, and Paying Agent in the form and substance satisfactory all resolutions required to the Fund and the Purchaser; be adopted (k) except as disclosed in the Information Statement or in Schedule II hereto, there which resolutions shall not be any action, suit, proceeding or investigation pending or (attached to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administrationsuch certificate), in each casecase by the Fund under applicable law, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation done, obtained and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedadopted.

Conditions to Closing Date. It shall be a condition to the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Preferred VRDP Shares Purchase Agreement shall have been duly executed and delivered by the parties hereto or thereto; (c) the VRDP Shares shall have a short-term credit rating of P-1 from ▇▇▇▇▇’▇ and F1+ from Fitch, and a long-term credit rating of Aaa from ▇▇▇▇▇’▇ and a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” AAA from Fitch on the Closing Date; (cd) the Liquidity Provider shall have short-term debt ratings of P-1 from ▇▇▇▇▇’▇ and F1+ from Fitch; (e) 100% of the VRDP Shares being offered pursuant to the Offering Memorandum have been purchased by investors that are not affiliates of the Fund or the Investment Adviser; (f) receipt by the Purchaser Liquidity Provider of opinion(sexecuted originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of: the Articles Supplementary, the VRDP Shares, the Placement Agreement, the VRDP Shares Purchase Agreement, the VRDP Shares Remarketing Agreement and the Tender and Paying Agent Agreement, in the forms attached hereto as Exhibit E; a true and complete copy of the Charter as in full force and effect on the Closing Date; the Offering Memorandum in form and substance reasonably satisfactory to the Liquidity Provider, as in effect on the Closing Date; and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Liquidity Provider of opinions of counsel for the Fund acceptable and, with respect to the PurchaserFee Agreement, of counsel for the Investment Adviser, in the form of Exhibit A; (dh) receipt by the Fund of opinions of counsel for the Liquidity Provider and the Remarketing Agent, in the form of Exhibit B; (i) receipt by the Fund and the Liquidity Provider of opinions of counsel for the Tender and Paying Agent in the form of Exhibit C; (j) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VRDP Shares) payable to the Liquidity Provider on or prior to the Closing Date pursuant to this Agreement shall have been paid; and (k) there shall have been delivered to the Purchaser Liquidity Provider such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust organizational and legal proceedings as the Purchaser Liquidity Provider may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered . Such documents shall, in any event, include a certificate of the Fund, in form and substance satisfactory to the Fund such information Liquidity Provider and copies its counsel, executed by an executive officer of documentsthe Fund, approvals (if any) dated the Closing Date, to the effect that the all representations and records certified, where appropriate, of trust and legal proceedings as warranties made by the Fund may have requested relating to herein or in any of the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a partyparty shall be true and correct in all material respects with the same effect as though such representations and warranties had been made at and as of such time, unless such representations and the transactions contemplated hereby warranties expressly relate to a specific earlier date, in which case such representations and thereby; (f) receipt by the Purchaser warranties are true and correct in all material respects as of executed originals or copies of such earlier date, that all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) obligations payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund under this Agreement have been paid or satisfied as of such date and the Purchaser of an opinion of counsel of the Redemption that all actions required to be taken, all consents required to be obtained, and Paying Agent in the form and substance satisfactory all resolutions required to the Fund and the Purchaser; be adopted (k) except as disclosed in the Information Statement or in Schedule II hereto, there which resolutions shall not be any action, suit, proceeding or investigation pending or (attached to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administrationsuch certificate), in each casecase by the Fund under applicable law, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation done, obtained and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedadopted.

Conditions to Closing Date. It shall be The obligation of each Lender to honor any request for a condition to Loan on the Closing Date that each is subject to the occurrence of the Effective Date and satisfaction or waiver in accordance with Section 10.01 of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) this Agreement The DuPont Acquisition shall have been duly executed (or, substantially contemporaneously with the Closing Date, shall be) consummated in all material respects pursuant to the Transaction Agreement without giving effect to any modifications, consents, amendments or waivers thereto agreed to by Holdings that, in each case, are materially adverse to the interests of the Lenders (in their capacities as such), unless the Lenders shall have provided its written consent thereto, such consent not to be unreasonably withheld, delayed or conditioned (it being understood that (x) any decrease in the cash purchase consideration of 10% or more in respect of the DuPont Acquisition will be deemed to be materially adverse to the Lenders, (y) any increase in the cash purchase consideration of 10% or more for the DuPont Acquisition will be deemed to be materially adverse to the Lenders to the extent that any such increase is not funded with additional equity and delivered by (z) any reduction of the parties hereto;cash purchase price consideration shall be applied to reduce amounts to be funded under the Bridge Facility). (b) Since February 17, 2022, there shall not have occurred a Business Material Adverse Effect (as defined in the VMTP Preferred Shares shall have a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch Acquisition Agreement as in effect on the Closing Date;February 17, 2022) that is still continuing. (c) receipt by The Lenders shall have received (i) audited financial statements of Holdings for its three most recent fiscal years ended at least 60 days prior to the Purchaser Closing Date, (ii) unaudited financial statements of opinion(sHoldings for any quarterly (other than the fourth fiscal quarter) interim period or periods ended after the date of counsel its most recently audited financial statements (and corresponding periods of any prior year), and more than 45 calendar days prior to the Closing Date, (iii) the audited carve-out financial statements of the Acquired Business for (x) each of the fiscal years ended December 31, 2020 and December 31, 2021 and (y) if the closing date of the DuPont Acquisition has not occurred prior to March 31, 2023, the fiscal year ended December 31, 2022, (iv) unaudited carve-out financial statements of the Acquired Business for any quarterly (other than the fourth fiscal quarter) interim period or periods ended after the date of its respective most recently audited financial statements (and corresponding periods of any prior year), and more than 45 calendar days prior to the Closing Date and (v) pro forma financial statements, giving effect to the DuPont Acquisition, for the Fund acceptable to last completed fiscal year covered by clause (iii) and for the Purchaser;latest interim period covered by clause (iv); in each case that, meet the requirements of Regulation S-X. The Lenders hereby acknowledge that Holdings’ public filing with the Securities and Exchange Commission of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (i) or (ii), as applicable, of this paragraph. The Lenders acknowledge that it has received (i) audited financial statements of Holdings for its fiscal years ended 2019, 2020 and 2021; (ii) unaudited financial statements of Holdings for the interim periods ended March 31, 2021, June 30, 2021 and September 30, 2021. (d) there All costs, fees, expenses (including, without limitation, legal fees and expenses), to the extent invoiced at least two (2) business days prior to the Closing Date, payable to the Administrative Agent or the Lenders shall have been delivered paid on or prior to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby;Closing Date. (e) there shall have been delivered The Administrative Agent’s receipt of a duly executed solvency certificate from the chief financial officer (or other officer with equivalent responsibilities) of Holdings demonstrating pro forma solvency (on a consolidated basis) of Holdings and its Subsidiaries as of the Closing Date (after giving effect to the Fund such information and copies of documents, approvals (if anyDuPont Acquisition) and records certified, where appropriate, of trust and legal proceedings in the form attached as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby;Exhibit H. (f) receipt by At the Purchaser time of executed originals or copies and upon giving effect to the borrowing of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect Loans on the Closing Date, (i) the Acquisition Representations and an incumbency certificate the Specified Representations shall be true and correct in all material respects (except to the extent already qualified by materiality or material adverse effect and except for those representations and warranties that address matters only as of a particular date (which shall remain true and correct in all material respects (except to the extent already qualified by materiality or material adverse effect) as of such particular date) and (ii) there shall not exist any Event of Default under Section 8.01(a) or Section 8.01(f) (limited to Holdings and the Company). (g) The Administrative Agent shall have received a duly executed Loan Notice with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) Borrowing to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable be made on the Closing Date and pursuant to within the time parameters required by Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived2.02.

Conditions to Closing Date. It shall be a condition to The effectiveness of this Agreement on the Closing Date that each is subject to satisfaction of the following conditions shall have been satisfied or waived precedent, except as of such date, otherwise agreed between the Company and upon such satisfaction or waiver, this Agreement shall be effectivethe Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of HGVI or the signing Loan Party, as applicable, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement and any Notes requested by a Lender prior to the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01C required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank (or confirmation in lieu thereof that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); and (B) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been duly executed and delivered by taken, completed or otherwise provided for in a manner reasonably satisfactory to the parties heretoAdministrative Agent; (biv) evidence of all insurance required to be maintained pursuant to Section 6.07, and evidence that the VMTP Preferred Shares Administrative Agent shall have been named as an additional insured or loss payee, as applicable, on all insurance policies covering loss or damage to Collateral and on all liability insurance policies as to which the Administrative Agent has reasonably requested to be so named; (v) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of HGVI and each Loan Party, certificates or memorandums and articles of incorporation, certificates of limited partnership or certificates of formation, including all amendments thereto, of HGVI and each Loan Party, certified (as of a long-term issue credit rating recent date), if applicable, by the Secretary of “Aa1” from Moody’s State (or other similar official) of the jurisdiction of its organization or incorporation, as the case may be, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of HGVI and long-term issue credit rating each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of “AA” from Fitch each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which HGVI or such Loan Party is a party or is to be a party on the Closing Date; (cvi) receipt by an opinion from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to HGVI and the Purchaser of opinion(s) of Loan Parties and opinion from Holley, Driggs, ▇▇▇▇▇, Fine, ▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Nevada counsel for to HGVI and the Fund acceptable to the PurchaserLoan Parties; (dvii) there shall have been delivered a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Company (after giving effect to the Purchaser such information and copies of documents, approvals (if anySpin-Off Transaction) and records certified, where appropriate, of trust and legal proceedings substantially in the form attached hereto as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and therebyExhibit E-2; (eviii) there shall have been delivered to a certificate, dated the Fund such information Closing Date and copies signed by a Responsible Officer of documentsthe Company, approvals (if anyconfirming satisfaction of the conditions set forth in Section 4.02(i) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby;(ii); and (fix) receipt the Perfection Certificate, duly completed and executed by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto;Loan Parties. (gb) receipt by the Fund of executed originals or copies of The Closing Fees and all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related due to the issuance of the VMTP Preferred Shares) payable Lead Arrangers and their Affiliates required to be paid on the Closing Date and pursuant to Section 2.03 hereof (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Company) shall have been paid;paid from the proceeds of the initial funding under the Facilities. (jc) receipt Prior to or substantially simultaneously with the initial Credit Extensions, the sale of the Senior Unsecured Notes as contemplated by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there Senior Unsecured Notes Offering Memorandum shall have been delivered consummated in an aggregate principal amount of $300,000,000. (d) The Lead Arrangers shall have received the Audited Financial Statements and the Unaudited Financial Statements. (e) The Ownership Capitalization shall have occurred, and HGVI shall be a wholly owned direct subsidiary of Hilton Worldwide Holdings Inc. (f) The Administrative Agent shall have received at least 3 days prior to the Purchaser any additional Closing Date all documentation and financial informationother information about the Company and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including satisfactory responses the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 days prior to its due diligence inquiries, as it reasonably deems relevantthe Closing Date. The Fund and Without limiting the Purchaser agree that consummation generality of the purchase and sale provisions of Section 9.03(b), for purposes of determining compliance with the VMTP Preferred Shares pursuant to conditions specified in this Section 4.01, each Lender that has signed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the foregoing conditions Administrative Agent shall have been satisfied or waivedreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing Date. It shall be a condition The effectiveness of this Agreement and the obligation of each Initial Term Lender to make its Initial Term Loan on the Closing Date that each is subject to satisfaction of the following conditions shall have been satisfied or waived precedent, except as of such date, otherwise agreed between the Company and upon such satisfaction or waiver, this Agreement shall be effectivethe Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of HGVI or the signing Loan Party, as applicable, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement and the First Lien Intercreditor Agreement; (iii) each Collateral Document set forth on Schedule 1.01C required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with all documents and instruments required to create and perfect the Collateral Agent’s security interests in the Collateral shall have been duly executed and delivered and, if applicable, be in proper form for filing (it being understood that, to the extent any security interest in any such Collateral is not or cannot be provided and/or perfected on the Closing Date (other than (1) the pledge and perfection of the security interest in the certificated equity interests of each of the Company’s wholly owned material U.S. Restricted Subsidiaries (to the extent required by the parties heretoCollateral and Guarantee Requirement and Section 6.11) (provided that, to the extent the Company has used commercially reasonable efforts to procure the delivery thereof prior to the Closing Date, certificated equity interests of the wholly owned material U.S. Restricted Subsidiaries of the Target, to the extent required by the Collateral and Guarantee Requirement and Section 6.11, will only be required to be delivered and/or perfected on the Closing Date pursuant to the terms set forth above if such certificated equity interests are received by the Company from the Target) and (2) other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after the Company’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be delivered within ninety (90) days (or such longer period as the Administrative Agent may agree in writing in its discretion) after the Closing Date) in accordance with, and as required by, Section 6.11; (biv) such certificates of good standing (to the VMTP Preferred Shares shall have extent such concept exists) from the applicable secretary of state of the state of organization of HGVI and each Loan Party, certificates or memorandums and articles of incorporation, certificates of limited partnership or certificates of formation, including all amendments thereto, of HGVI and each Loan Party, certified (as of a long-term issue credit rating recent date), if applicable, by the Secretary of “Aa1” from Moody’s State (or other similar official) of the jurisdiction of its organization or incorporation, as the case may be, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of HGVI and long-term issue credit rating each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of “AA” from Fitch each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which HGVI or such Loan Party is a party or is to be a party on the Closing Date; (cv) receipt by an opinion from (x) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to HGVI and the Purchaser of opinion(sLoan Parties and (y) of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, special Florida, Arizona and Nevada counsel for the Fund acceptable to the PurchaserLoan Parties; (dvi) there shall have been delivered a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Company (after giving effect to the Purchaser such information and copies of documents, approvals (if anyTransactions) and records certified, where appropriate, of trust and legal proceedings substantially in the form attached hereto as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and therebyExhibit E-2; (evii) there shall have been delivered to a certificate, dated the Fund such information Closing Date and copies signed by a Responsible Officer of documentsthe Company, approvals (if anyconfirming satisfaction of the conditions set forth in Sections 4.01(d) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby;(e); and (fviii) receipt the Perfection Certificate, duly completed and executed by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto;Loan Parties. (gb) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable All fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related due to the issuance of Agents, the VMTP Preferred Shares) payable Global Coordinators and the Joint Bookrunners required to be paid on the Closing Date and pursuant to Section 2.03 hereof (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Company) shall have been paid;paid by the Company. (jc) receipt The Joint Bookrunners shall have received, the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements. (d) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the Closing Date, in accordance with the terms of the Acquisition Agreement and the Acquisition Agreement shall not have been amended or waived in any material respect by the Fund and Company or any of its affiliates, nor shall the Purchaser Company or any of an opinion of counsel its affiliates have given a material consent thereunder, in each case in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Redemption Global Coordinators (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and Paying Agent agreed that any change, amendment, waiver or consent in respect of (x) the definition of “Company Material Adverse Effect” contained in the form and substance satisfactory Acquisition Agreement or (y) Section 7.3(f) of the Acquisition Agreement shall be deemed to be materially adverse to the Fund and the Purchaser; Lenders); provided that (ka) except as disclosed any amendment, waiver or consent which results in a reduction in the Information Statement or in Schedule II hereto, there purchase price for the Acquisition shall not be any action, suit, proceeding or investigation pending or (deemed to be materially adverse to the knowledge Lenders to the extent it is applied to reduce the amount of commitments in respect of the FundClosing Date Senior Unsecured Bridge Loans and the Initial Term Loans ratably and (b) overtly threatened any increase in writing against purchase price for the Fund in Acquisition shall not be deemed to be materially adverse to the Lenders, to the extent such increase is not funded with any court or before any governmental authority which Indebtedness (other than Initial Term Loans, Closing Date Senior Unsecured Bridge Loans, Closing Date Senior Unsecured Notes and/or Revolving Credit Loans (as defined in the good faith judgment of Existing RCF Credit Agreement)). (e) The Specified Acquisition Agreement Representations and the party invoking this condition, Specified Representations shall be true and correct in all material respects on the Closing Date (i) is or in any way contesting orall respects, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares;separately qualified by materiality). (lf) receipt by Since the Purchaser of copies of all ISDA documentation to which Agreement Date (as defined in the Fund Acquisition Agreement), no Company Material Adverse Effect (as defined in the Acquisition Agreement) has occurred and is a party including all trade confirmations and credit support annexes;continuing. (mg) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there The Refinancing shall have been consummated, or shall be consummated substantially concurrently with the Closing Date. (h) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Company and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered to the Purchaser any additional documentation and financial informationAdministrative Agent, including satisfactory responses at least 3 Business Days prior to its due diligence inquiriesthe Closing Date, as it reasonably deems relevanta Beneficial Ownership Certification to the extent requested by the Administrative Agent at least 10 Business Days prior to the Closing Date. The Fund and Without limiting the Purchaser agree that consummation generality of the purchase and sale provisions of Section 9.03(b), for purposes of determining compliance with the VMTP Preferred Shares pursuant to conditions specified in this Section 4.01, each Lender that has signed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the foregoing conditions Administrative Agent shall have been satisfied or waivedreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing Date. It shall be a condition to The effectiveness of this Agreement on the Closing Date that each is subject to satisfaction of the following conditions shall have been satisfied or waived precedent, except as of such date, otherwise agreed between the Borrower and upon such satisfaction or waiver, this Agreement shall be effectivethe Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or .pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, as applicable, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement and any Notes requested by a Lender prior to the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01C required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank (or confirmation in lieu thereof that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); and (B) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been duly executed and delivered by taken, completed or otherwise provided for in a manner reasonably satisfactory to the parties heretoAdministrative Agent; (biv) evidence of all insurance required to be maintained pursuant to Section 6.07, and evidence that the VMTP Preferred Shares Administrative Agent shall have been named as an additional insured or loss payee, as applicable, on all insurance policies covering loss or damage to Collateral and on all liability insurance policies as to which the Administrative Agent has reasonably requested to be so named; (v) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates or memorandums and articles of incorporation, certificates of limited partnership or certificates of formation, including all amendments thereto, of each Loan Party, certified (as of a long-term issue credit rating recent date), if applicable, by the Secretary of “Aa1” from Moody’s State (or other similar official) of the jurisdiction of its organization or incorporation, as the case may be, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and long-term issue credit rating capacity of “AA” from Fitch each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (cvi) receipt by the Purchaser of opinion(san opinion from (x) of ▇▇▇▇▇ ▇▇▇▇▇▇, LLP, counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documentsLoan Parties, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory reasonably acceptable to the Fund Administrative Agent and (y) Fox Rothschild LLP, in form and substance reasonably acceptable to the PurchaserAdministrative Agent; (ivii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Acquisition) substantially in the form attached hereto as Exhibit E-2; (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming (x) satisfaction of the conditions set forth in Section 4.02(i) and (ii), (y) the reasonable Borrower is in pro forma compliance with the financial covenants set forth in Section 7.11 and (z) the conditions in Section 4.01(c) have been satisfied; and (ix) the Perfection Certificate, duly completed and executed by the Loan Parties. (b) The Closing Fees and all fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related due to the issuance of the VMTP Preferred Shares) payable Lead Arrangers and their Affiliates required to be paid on the Closing Date and pursuant to Section 2.03 hereof (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid;paid from the proceeds of the initial funding under the Facilities. (c) The Acquisition shall have been consummated or, substantially simultaneously with the initial Borrowings hereunder, in all material respects in accordance with the terms of the Acquisition Agreement, without giving effect to any modifications, amendments, consents or waivers thereto that in the aggregate that are material and adverse to the Lenders or the Lead Arrangers without the prior consent of the Lead Arrangers (which consent shall not be unreasonably withheld, delayed or conditioned), it being understood that any change to the definition of “Material Adverse Effect” contained in the Acquisition Agreement shall be deemed to be material and adverse to the Lead Arrangers. For purposes of the foregoing condition, it is hereby understood and agreed that any change in the purchase price (or amendment to the Acquisition Agreement related thereto) in connection with the Acquisition shall not be deemed to be material and adverse to the interests of the Lenders and the Lead Arrangers. (d) The Lead Arrangers shall have received the Audited Financial Statements and the Unaudited Financial Statements. (e) [reserved]. (f) The Administrative Agent shall have received at least 3 days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 days prior to the Closing Date. (g) [reserved]. (h) Since December 31, 2017, there shall have been no Material Adverse Effect. (i) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.01. (j) receipt by the Fund and Borrower is in pro forma compliance with the Purchaser of an opinion of counsel financial covenant levels set forth in Section 7.11, whether or not such financial covenant is then in effect. Without limiting the generality of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge provisions of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administrationSection 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree Lender that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to has signed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the foregoing conditions Administrative Agent shall have been satisfied or waivedreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing Date. It shall be a condition to the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Preferred VRDP Shares Purchase Agreement shall have been duly executed and delivered by the parties hereto or thereto; (c) the VRDP Shares shall have a short-term credit rating of P-1 from M▇▇▇▇’▇ and F1 from Fitch, and a long-term credit rating of Aaa from M▇▇▇▇’▇ and a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” AAA from Fitch on the Closing Date; (cd) the Liquidity Provider shall have short-term debt ratings of P-1 from M▇▇▇▇’▇ and F1 from Fitch; (e) receipt by the Purchaser Liquidity Provider of opinion(sexecuted originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of: all Related Documents; a true and complete copy of the Charter as in full force and effect on the Closing Date; the Offering Memorandum in form and substance reasonably satisfactory to the Liquidity Provider, as in effect on the Closing Date; and an incumbency certificate with respect to the authorized signatories thereto; (f) receipt by the Liquidity Provider of opinions of counsel for the Fund acceptable and, with respect to the PurchaserFee Agreement, of counsel for the Investment Adviser, in form and substance satisfactory to the Liquidity Provider; (dg) receipt by the Fund of opinions of counsel for the Liquidity Provider and the Remarketing Agent, in form and substance satisfactory to the Fund; (h) receipt by the Fund and the Liquidity Provider of opinions of counsel for the Tender and Paying Agent, in form and substance satisfactory to the Fund and the Liquidity Provider; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VRDP Shares and the execution and delivery of the Related Documents) payable to the Liquidity Provider on or prior to the Closing Date pursuant to this Agreement shall have been paid; and (j) there shall have been delivered to the Purchaser Liquidity Provider such publicly available information and copies of documents, approvals (if any) and records certified, where appropriate, of trust organizational and legal proceedings as the Purchaser Liquidity Provider may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered . Such documents shall, in any event, include a certificate of the Fund, in form and substance satisfactory to the Fund such information Liquidity Provider and copies its counsel, executed by an executive officer of documentsthe Fund, approvals (if any) dated the Closing Date, to the effect that the all representations and records certified, where appropriate, of trust and legal proceedings as warranties made by the Fund may have requested relating to herein or in any of the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a partyparty shall be true and correct in all material respects with the same effect as though such representations and warranties had been made at and as of such time, unless such representations and the transactions contemplated hereby warranties expressly relate to a specific earlier date, in which case such representations and thereby; (f) receipt by the Purchaser warranties are true and correct in all material respects as of executed originals or copies of such earlier date, that all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) obligations payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund under this Agreement have been paid or satisfied as of such date and the Purchaser of an opinion of counsel of the Redemption that all actions required to be taken, all consents required to be obtained, and Paying Agent in the form and substance satisfactory all resolutions required to the Fund and the Purchaser; be adopted (k) except as disclosed in the Information Statement or in Schedule II hereto, there which resolutions shall not be any action, suit, proceeding or investigation pending or (attached to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administrationsuch certificate), in each casecase by the Fund under applicable law, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation done, obtained and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedadopted.

Conditions to Closing Date. It This Agreement shall be a condition not become effective to amend and restate the Existing Credit Agreement until the Borrower has satisfied the following conditions precedent: (a) The Administrative Agent shall have received all of the following, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent (provided that each of the following conditions shall have been satisfied may be delivered as originals or waived as .pdf copies or other facsimiles with originals to follow promptly): (i) counterparts of such date, and upon such satisfaction or waiver, this Agreement shall be effective:executed by the Borrower and each Lender; (aii) this Agreement shall have been duly the Subsidiary Guaranty, executed and delivered by the parties heretothereto; (biii) a Note executed by the VMTP Preferred Shares shall have Borrower in favor of each Lender requesting a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on the Closing DateNote; (civ) receipt by such certificate of resolutions or other action, incumbency certificate and/or other certificates of Responsible Officers of the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information Borrower and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings each Guarantor as the Purchaser Administrative Agent may have requested relating reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to the Fund’s entering into and performing act as a Responsible Officer in connection with this Agreement and the other Related Loan Documents to which it the Borrower or such Guarantor is a party, and the transactions contemplated hereby and thereby; (ev) there shall have been delivered to the Fund such information documents and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings certifications as the Fund Administrative Agent may have requested relating reasonably require to evidence that the Purchaser’s entering into Borrower and performing this Agreement and the other Related Documents to which it is a partyeach Guarantor are duly organized or formed, and that the transactions contemplated hereby Borrower and therebyeach Guarantor are validly existing, in good standing and qualified to engage in business in its jurisdiction of formation; (fvi) receipt a favorable opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the Borrower and the Guarantors and (B) appropriate local counsel in jurisdictions reasonably requested by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a partyAdministrative Agent, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement each case in form and substance satisfactory to Administrative Agent, addressed to the Fund Administrative Agent and the Purchasereach Lender; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.01(b)(ii), 4.01(b)(iii), and 4.01(g) have been satisfied; (viii) a Solvency Certificate, signed by a financial officer of the Borrower or its general partner; (ix) a Loan Notice for any Borrowing to be made on the Closing Date; and (x) the Closing Date Financial Statements. The public filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended or on the System for Electronic Document Analysis and Retrieval of any of the Closing Date Financial Statements, will satisfy the requirements hereunder with respect to such Closing Date Financial Statements. The Arrangers hereby acknowledge receipt of the financial statements for the Borrower for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021 and NuStar for the fiscal year ended December 31, 2023. (b) Both before and after giving effect to the Transactions, the following statements shall be true and correct as of the Closing Date: (i) to the extent required by the definition thereof, the Acquisition Agreement Representations shall be true and correct in all material respects (except to the extent any such Acquisition Agreement Representation is qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the Closing Date (although any Acquisition Agreement Representation which expressly relates to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be), (ii) the Specified Representations shall be true and correct in all material respects (except to the extent that any such Specified Representation or Acquisition Agreement Representation is qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the Closing Date (although any Specified Representation which expressly relates to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be); and (iii) no Event of Default under Section 8.01(a), 8.01(b) or 8.01(i) shall have then occurred and be continuing. (c) All out-of-pocket costs, fees, expenses (including, without limitation, reasonable and documented legal fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related expenses) to the issuance of the VMTP Preferred Sharesextent invoiced at least two (2) payable on Business Days prior to the Closing Date and pursuant the fees contemplated by the Fee Letters payable to Section 2.03 hereof the Arrangers, the Administrative Agent or the Lenders shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory paid on or prior to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration)Closing Date, in each case, to the extent required by hereunder or by any Fee Letter to be paid on or prior to the Closing Date. (d) The Lenders shall have occurred received at least three (3) Business Days prior to the Closing Date, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (e) If the Borrower or any Guarantor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent requested by any Lender at least ten (10) Business Days prior to the Closing Date, each Lender that so requests shall have received a Beneficial Ownership Certification in relation to the Borrower or such Guarantor at least three (3) Business Days prior to the Closing Date. (f) All security interests and Liens of the Borrower and the other Loan Parties granted in favor of Bank of America, as collateral agent securing payment or performance of the Existing Obligations shall have been released and terminated and of no further force or effect. On the Closing Date, after giving effect to the Transactions, neither the Borrower nor any of its Subsidiaries shall have any material outstanding Indebtedness for borrowed money (other than Indebtedness permitted hereunder and permitted to remain outstanding under the Acquisition Agreement). (g) Prior to or substantially concurrently with the Closing Date, the Closing Date Acquisition shall have been consummated, without giving effect to any amendments, modifications, supplements or waivers by the Borrower or NuStar (or any of their respective affiliates) to the Acquisition Agreement or consents by the Borrower or NuStar (or any of their respective affiliates) thereunder, in each case, that are materially adverse to the interests of the Lenders or the Arrangers, in their capacities as such without each Arranger’s prior written consent (not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that, without prejudice to any of the other conditions set forth in this Section 4.01, (i) any change in the definition of “Partnership Material Adverse Effect” in the Acquisition Agreement shall be deemed to be materially adverse to the Lenders and the Arrangers, in their capacities as such, unless the Arrangers shall have provided their written consent thereto (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) any modification, amendment or express waiver or consents by the Borrower or NuStar (or any of their respective affiliates) that results in (A) an increase to the purchase price of not more than 10% or that is funded with common equity of the Borrower shall be deemed not to be materially adverse to the interests of the Lenders, or the Arrangers, in their capacities as such, so long as such increase is not funded with proceeds of indebtedness or (B) a decrease to the exchange ratio of not more than 10% shall be deemed not to be materially adverse to the Arrangers and the Lenders. (h) Since the date of the Acquisition Agreement, there shall not have occurred a Partnership Material Adverse Effect (as defined in the Acquisition Agreement). (i) Prior to the Closing Date, the Administrative Agent shall have received evidence reasonably satisfactory to it that each of the (i) NuStar Credit Agreement, (ii) NuStar Receivables Facility, and (iii) NuStar Receivables Purchase Agreement shall have been amended, to the extent necessary, to (A) permit the Closing Date Acquisition and the execution and delivery of, and performance and incurrence of Indebtedness under each of this Agreement and the Closing Date Senior Notes and (B) cause the terms thereof to not constitute a violation of, or a default under, any Loan Document or the Closing Date Senior Notes. On the Closing Date, after giving effect to the Transactions, neither NuStar nor any of its Subsidiaries shall have any material outstanding Indebtedness for borrowed money (other than Indebtedness subject to the Acquired Business Debt Refinancing and any Indebtedness permitted hereunder and permitted to remain outstanding under the Acquisition Agreement, including without limitation the Indebtedness listed on Schedule 7.01). (j) The Borrower shall have received the net cash proceeds from the issuance of the Closing Date Senior Notes. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has executed and delivered this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Upon the effectiveness of this Agreement, (a) each Lender who holds Loans in an aggregate amount less than its Applicable Percentage (after giving effect to this amendment and restatement) of all Loans shall advance new Loans which will materially shall be disbursed to the Administrative Agent and adversely affect used to repay Loans outstanding to each Lender who holds Loans in an aggregate amount greater than its Applicable Percentage of all Loans, (b) each Lender’s participation in each Letter of Credit shall be automatically adjusted to equal its Applicable Percentage (after giving effect to this amendment and restatement), and (c) such other adjustments shall be made as the consummation Administrative Agent shall specify so that each Lender’s outstanding amount of Loans and LC Obligations equals its Applicable Percentage (after giving effect to this amendment and restatement) of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation total outstanding amount of Loans and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation LC Obligations of all of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedLenders.

Conditions to Closing Date. It shall be The obligation of each Lender to honor any request for a condition to Loan on the Closing Date that each is subject to the satisfaction or waiver in accordance with Section 11.01 of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) this Agreement The Arrangers shall have been duly executed and delivered by received an officer’s certificate from the parties hereto; Borrower certifying that (ba) the VMTP Preferred Shares shall have a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable conditions to the Purchaser; Combination set forth in the Business Combination Agreement (d) there shall have been delivered without giving effect to any Alternative Transaction Structure (as defined in the Business Combination Agreement), modifications, consents, amendments (including amendments to the Purchaser such information and copies Business Combination Agreement in connection with the implementation of documentsany Alternative Transaction Structure) or waivers thereto by Discovery that in each case are materially adverse to the interests of the Lenders or the Arrangers, approvals (if anyin their capacities as such) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating conditions to the Fund’s entering into Contribution and performing this Distribution set forth in the Separation and Distribution Agreement and the other Related Documents (without giving effect to which it is a partyany modifications, and the transactions contemplated hereby and thereby; (e) there shall have been delivered consents, amendments or waivers thereto by Discovery that in each case are materially adverse to the Fund such information interests of the Lenders or the Arrangers, in their capacities as such) (in each case, it being understood and copies agreed that (i) changes in the amount of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating Special Cash Payment pursuant to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as Transaction Agreements in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 date hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (deemed to be materially adverse to the knowledge interests of the Fund) overtly threatened in writing against Lenders or the Fund in any court or before any governmental authority which Arrangers and shall not require the consent of the Arrangers if, in the good faith judgment case of a reduction of the party invoking this conditionSpecial Cash Payment, first, at the option of the Borrower, the commitments in respect of the Bridge Facility are reduced dollar for dollar in accordance with the Commitment Letter, and, second, the commitments in respect of the Loans are reduced dollar for dollar (iapplied pro rata between the Tranche 1 Commitment and the Tranche 2 Commitment) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or and (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) any change in the good faith judgment definition of “RMT Partner Material Adverse Effect” in the party invoking this condition no change Business Combination Agreement shall be deemed to be materially adverse to the Lenders and the Arrangers, in lawtheir capacities as such), rule unless the Arrangers shall have provided their written consent thereto (such consent not to be unreasonably withheld, conditioned or regulation (or their interpretation or administrationdelayed), in each case, shall have occurred after other than such conditions that by their nature are to be satisfied upon the date closing of this Agreementsuch transaction, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedwaived or are expected to be satisfied and waived on the Closing Date or one Business Day thereafter and (b) the Distribution is expected to be, the Combination is expected to be and the Contribution has been or is expected to be consummated on the Closing Date or one Business Day thereafter. (b) Since the date of the Business Combination Agreement, there shall not have occurred any Effect (as defined in the Business Combination Agreement as in effect on May 17, 2021) that, individually or in the aggregate, has had or would reasonably be expected to have an RMT Partner Material Adverse Effect (as defined in the Business Combination Agreement as in effect on May 17, 2021). (c) All fees and reimbursement of expenses invoiced no later than two Business Days prior to Closing Date related to the Transactions payable to the Arrangers, the Administrative Agent or the Lenders shall have been paid to the extent due. (d) The Arrangers shall have received (i) audited consolidated annual balance sheets and related statements of operations and comprehensive income, stockholders equity and cash flows of the Spinoff Business for the three most recently completed fiscal years ended at least 90 days before the Closing Date, (ii) unaudited interim consolidated balance sheets and related statements of operations and comprehensive income and cash flows of the Spinoff Business for any subsequent interim financial period ended at least 60 days prior to the Closing Date, and for the comparable period of the prior fiscal year, (iii) audited consolidated annual balance sheets and related statements of operations and comprehensive income, stockholders equity and cash flows of the Discovery Business for the three most recently completed fiscal years ended at least 60 days before the Closing Date, (iv) unaudited interim consolidated balance sheets and related statements of operations and comprehensive income and cash flows of the Discovery Business for any subsequent interim financial period ended at least 40 days prior to the Closing Date, and for the comparable period of the prior fiscal year and (v) customary unaudited pro forma financial statements of the Combined Business giving effect to the Transactions, as of the date of and for the period ending on the date of the latest financial statements pursuant to the above clauses, in each case as required by and prepared in compliance with Rule 3-05 and Article 11 of Regulation S-X under the Securities Act, as applicable, regardless of when Discovery is required to file such financial statements with the Securities and Exchange Commission, and in each of (i) through (v) meeting the requirements of Regulation S-X under the Securities Act. The public filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended of any of the foregoing financial statements, will satisfy the requirements under clauses (i), (ii), (iii) or (iv), as applicable, of the first sentence of this paragraph. The Arrangers hereby acknowledge receipt of the financial statements for the Discovery Business for the fiscal years ended December 31, 2020, December 31, 2019 and December 31, 2018 and for the fiscal quarter ended March 31, 2021. (e) The Administrative Agent shall have received a certificate of the chief financial officer or treasurer (or other comparable officer) of the Borrower substantially in the form of Exhibit L. (f) The Specified Representations and the Combination Transaction Representations shall be true and correct in all material respects on and as of the Closing Date (although any Specified Representation or Combination Transaction Representation which expressly relates to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be). (g) The Administrative Agent shall have received a Committed Loan Notice for the Borrowing to occur on the Closing Date. (h) The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions precedent contained in Section 4.02(b) and (f). (i) The Administrative Agent shall have received a customary legal opinion from internal counsel of the Borrower (or a parent of the Borrower) or other counsel, in each case, reasonably acceptable to the Arrangers and the Administrative Agent. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Closing Date specifying its objection thereto. Without limiting the Lenders’ rights and remedies under Article VIII hereunder, the making of the Loans shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and each Lender that each of the conditions precedent set forth in this Section 4.02 shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

Conditions to Closing Date. It No Lender, the Administrative Agent or the Collateral Custodian shall be a condition obligated to the Closing Date that each of take, fulfill or perform any other action hereunder, until the following conditions shall have been satisfied satisfied, in the sole discretion of, or waived as of such datein writing, and upon such satisfaction or waiver, this Agreement shall be effectiveby the Administrative Agent: (a) this This Agreement and the other Transaction Documents shall have been duly executed by, and delivered by to, the parties heretothereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement; (b) the VMTP Preferred Shares The Administrative Agent shall have received satisfactory evidence that the Borrower, the Related Fund and the Investment Manager have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby or thereby; (c) The Borrower and the Investment Manager shall each have delivered to the Administrative Agent a long-term issue credit rating certification in the form of “Aa1” from Moody’s Exhibit D, and long-term issue credit rating such certification shall, with respect to the Investment Manager, include a representation that the Investment Manager has neither incurred nor suffered to exist any Indebtedness as of “AA” from Fitch on the Closing Date; (cd) receipt by The Borrower and the Purchaser of opinion(s) of counsel for the Fund acceptable Investment Manager shall each have delivered to the PurchaserAdministrative Agent a certificate as to whether such entity is Solvent in the form of Exhibit C; (de) there The Investment Manager shall have been delivered to the Purchaser such information Administrative Agent certification that no Default, Event of Default, Change of Control or Investment Manager Termination Event has occurred and copies is continuing; (f) The Administrative Agent shall have received the executed legal opinion or opinions of documents▇▇▇▇▇▇, approvals (if any) and records certified▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating counsel to the Fund’s entering into and performing Loan Parties, covering (A) enforceability of this Agreement and the other Related Documents to which it is a partyTransaction Documents, (B) true sale and non-consolidation matters, and the transactions contemplated hereby (C) UCC and thereby; (e) there shall have been delivered to the Fund such information and copies of documentsperfection matters; in each case, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory acceptable to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Administrative Agent in the form and substance satisfactory to the Fund and the Purchaserits reasonable discretion; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Conditions to Closing Date. It shall be a condition The obligations of the Lenders to make Loans and any L/C Issuer to issue Letters of Credit or increase the stated amounts of Letters of Credit hereunder on the terms provided herein are subject to the Closing Date that each satisfaction or waiver (in accordance with Section 10.01 hereof) of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by delivery of originals to the Administrative Agent) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower and each other applicable Loan Party and dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement shall have been duly executed and delivered by the parties each party hereto; (bii) the VMTP Preferred Shares shall have a long-term issue credit rating such certificates of “Aa1” from Moody’s and long-term issue credit rating resolutions or other action, incumbency certificates and/or other certificates of “AA” from Fitch on the Closing Date; (c) receipt by the Purchaser Responsible Officers of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings each Loan Party as the Purchaser Administrative Agent may have requested relating reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to the Fund’s entering into and performing act as a Responsible Officer in connection with this Agreement and the other Related Loan Documents to which it such Loan Party is a party or is to be a party, and the transactions contemplated hereby and thereby; (eiii) there shall have been delivered to the Fund such information documents and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings certifications as the Fund Administrative Agent may have requested relating reasonably require to evidence that each Loan Party (A) is duly organized or formed, including a certified true and correct copy of the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a partycharter of such Loan Party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a partyeach amendment thereto, as in effect on the Closing Date, and an incumbency (B) is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) executed counterparts of the Guaranty by each party hereto; (v) a Note duly executed by the Borrower in favor of each Lender requesting a Note at least three Business Days prior to the Closing Date; (vi) a security agreement, in substantially the form of Exhibit G hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates and instruments representing the Pledged Equity and Pledged Debt referred to therein accompanied by undated stock powers or instruments of transfer executed in blank, (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem reasonably necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a Perfection Certificate, in substantially the form of Exhibit N, duly executed by each of the Loan Parties, (D) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens) and (E) evidence of insurance required by terms of any Loan Document, including, but not limited to, certificates of insurance, in form and detail reasonably acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as lender loss payee or additional insured, as the case may be, together with endorsements naming Administrative Agent as lender loss payee and additional insured, as applicable, in each case in form and substance reasonably satisfactory to the Administrative Agent; (vii) Intellectual Property Security Agreements, in form and substance reasonably satisfactory to the Administrative Agent, covering the items set forth on Schedule IV to the Security Agreement; (viii) a favorable opinion of ▇▇▇▇▇▇▇, Swaine & ▇▇▇▇▇ LLP, special New York counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (ix) [reserved]; (x) the Audited Financial Statements, the unaudited consolidated financial statements of the Borrower and its Subsidiaries as of the end of the fiscal quarter ended June 30, 2021 and financial projections for each fiscal year from the fiscal year ending December 31, 2021 through the fiscal year ending December 31, 2025 reasonably satisfactory to the Lead Arranger; (xi) a certificate attesting to the Solvency of the Borrower and its Subsidiaries, on a consolidated basis, immediately before and immediately after giving effect to the Transactions, from the Chief Financial Officer of the Borrower, in substantially the form of Exhibit I hereto; (xii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (xiii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (xiv) copies of duly executed payoff letters, in form and substance reasonably satisfactory to the Administrative Agent, executed by the administrative agent under the Existing Credit Agreement, together with (a) UCC-3 or other appropriate termination statements, in form and substance reasonably satisfactory to the Administrative Agent, releasing all liens upon any of the personal property of the Borrower and its Subsidiaries in respect of the Existing Credit Agreement and any other Indebtedness not permitted hereunder and (b) any other releases, terminations or other documents reasonably required by the Administrative Agent; (b) Each of the Loan Parties shall have provided the documentation and other information to the Administrative Agent that is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering laws, rules and regulations, including the Act, with respect to the authorized signatories thereto;Borrower and the Guarantors, to the extent requested at least seven days prior to the Closing Date. (gc) receipt The Borrower shall have paid, on or prior to the Closing Date, (i) all fees and expenses (including the reasonable fees and expenses of counsel to the Administrative Agent) required to be paid on the Closing Date pursuant to Section 2.09(b) hereof and (ii) all other fees and expenses required to be paid pursuant to Section 10.04(a) for which invoices shall have been presented to the Borrower at least three days prior to the Closing Date (or such shorter time as the Borrower may agree). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Fund Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall promptly notify the Borrower and the Lenders of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund such notice shall be conclusive and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedbinding.

Conditions to Closing Date. It shall be a condition to The occurrence of the Closing Date that each is subject to satisfaction of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) this Agreement The Administrative Agent’s receipt of the following, each of which shall have been duly be originals, electronic copies or telecopies (followed promptly by originals) unless otherwise specified, each properly executed and delivered by a Responsible Officer of the parties hereto; Borrower, each dated on or about the Closing Date (b) or, in the VMTP Preferred Shares shall have case of certificates of governmental officials, a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on recent date before the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement each in form and substance satisfactory to the Fund Administrative Agent and the Purchaser;its legal counsel: (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related executed counterparts of this Agreement, sufficient in number for distribution to the issuance Administrative Agent, each Lender and the Borrower; (ii) a Revolving Loan Note executed by the Borrower in favor of each Lender requesting a Revolving Loan Note; (iii) the Swing Line Note executed by the Borrower, if requested by the Swing Line Lender; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the VMTP Preferred Shares) payable on Borrower as of or about the Closing Date as the Administrative Agent may require evidencing the identity, authority and pursuant capacity of each Responsible Officer authorized to Section 2.03 hereof act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower as of or about the Closing Date is validly existing and in good standing in its state of incorporation or organization and/or domicile; (vi) a favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to matters concerning the Borrower and the Loan Documents (including enforceability of the Loan Documents under New York law) as the Required Lenders may reasonably request; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and that obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being satisfied; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees (including upfront fees to the Lenders) required to be paid on or before the Closing Date shall have been paid;. (jc) receipt Unless waived by the Fund Administrative Agent, the Borrower shall have paid all fees, charges and the Purchaser of an opinion disbursements of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge extent the Borrower has agreed to be liable therefor) to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three (3) days in advance of the Fund) overtly threatened in writing against Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Fund in any court or before any governmental authority which in closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the good faith judgment Borrower and the Administrative Agent). Without limiting the generality of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this condition no change in lawSection 4.01, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree Lender that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to has signed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the foregoing conditions Administrative Agent shall have been satisfied or waivedreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall promptly notify the Borrower and the Lenders of the occurrence of the Closing Date, which notice shall be conclusive and binding.

Conditions to Closing Date. It shall be a condition to the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Preferred VRDP Shares Purchase Agreement, VRDP Shares Remarketing Agreement and the Tender and Paying Agent Agreement shall have been duly executed and delivered by the parties hereto or thereto; (c) the VRDP Shares shall have a long-term issue credit preferred share rating of “Aa1” Aa3 from Moody’s and long-term issue credit rating of “AA” ▇▇▇▇▇'▇ or AAA from Fitch on the Closing Date; (cd) the Liquidity Provider shall have short-term debt ratings of P-1 from ▇▇▇▇▇'▇ and F1+ from Fitch; (e) receipt by the Purchaser Liquidity Provider of opinion(sexecuted originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of: the Articles Supplementary and the VRDP Shares; a true and complete copy of the Charter as in full force and effect on the Closing Date; and an incumbency certificate with respect to the authorized signatories thereto; (f) receipt by the Liquidity Provider of opinions of counsel for the Fund acceptable to in the Purchaserform of Exhibit A; (dg) receipt by the Fund of opinions of counsel for the Liquidity Provider and the Remarketing Agent, in the form of Exhibit B; (h) receipt by the Fund and the Liquidity Provider of opinions of counsel for the Tender and Paying Agent in the form of Exhibit C; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys' fees and expenses related to the issuance of the VRDP Shares) payable to the Liquidity Provider on or prior to the Closing Date pursuant to this Agreement shall have been paid; and (j) there shall have been delivered to the Purchaser Liquidity Provider such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust organizational and legal proceedings as the Purchaser Liquidity Provider may have requested relating to the Fund’s 's entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered . Such documents shall, in any event, include a certificate of the Fund, in form and substance satisfactory to the Fund such information Liquidity Provider and copies its counsel, executed by an executive officer of documentsthe Fund, approvals (if any) dated the Closing Date, to the effect that the all representations and records certified, where appropriate, of trust and legal proceedings as warranties made by the Fund may have requested relating to herein or in any of the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a partyparty shall be true and correct in all material respects with the same effect as though such representations and warranties had been made at and as of such time, unless such representations and the transactions contemplated hereby warranties expressly relate to a specific earlier date, in which case such representations and thereby; (f) receipt by the Purchaser warranties are true and correct in all material respects as of executed originals or copies of such earlier date, that all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) obligations payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund under this Agreement have been paid or satisfied as of such date and the Purchaser of an opinion of counsel of the Redemption that all actions required to be taken, all consents required to be obtained, and Paying Agent in the form and substance satisfactory all resolutions required to the Fund and the Purchaser; be adopted (k) except as disclosed in the Information Statement or in Schedule II hereto, there which resolutions shall not be any action, suit, proceeding or investigation pending or (attached to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administrationsuch certificate), in each casecase by the Fund under applicable law, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation done, obtained and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedadopted.

Conditions to Closing Date. It shall be a condition The obligations of the Lenders to make Loans and any L/C Issuer to issue Letters of Credit or increase the stated amounts of Letters of Credit hereunder on the terms provided herein are subject to the Closing Date that each satisfaction or waiver (in accordance with Section 10.01 hereof) of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by delivery of originals to the Administrative Agent) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower and each other applicable Loan Party and dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement shall have been duly executed and delivered by the parties each party hereto; (bii) the VMTP Preferred Shares shall have a long-term issue credit rating such certificates of “Aa1” from Moody’s and long-term issue credit rating resolutions or other action, incumbency certificates and/or other certificates of “AA” from Fitch on the Closing Date; (c) receipt by the Purchaser Responsible Officers of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings each Loan Party as the Purchaser Administrative Agent may have requested relating reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to the Fund’s entering into and performing act as a Responsible Officer in connection with this Agreement and the other Related Loan Documents to which it such Loan Party is a party or is to be a party, and the transactions contemplated hereby and thereby; (eiii) there shall have been delivered to the Fund such information documents and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings certifications as the Fund Administrative Agent may have requested relating reasonably require to evidence that each Loan Party (A) is duly organized or formed, including a certified true and correct copy of the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a partycharter of such Loan Party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a partyeach amendment thereto, as in effect on the Closing Date, and an incumbency certificate (B) is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) executed counterparts of the Guaranty by each party hereto; (v) a Note duly executed by the Borrower in favor of each Lender requesting a Note at least three Business Days prior to the Closing Date; (vi) a security agreement, in substantially the form of Exhibit G hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates and instruments representing the Pledged Equity and Pledged Debt referred to therein accompanied by undated stock powers or instruments of transfer executed in blank, (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem reasonably necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a Perfection Certificate, in substantially the form of Exhibit N, duly executed by each of the Loan Parties, (D) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens) and (E) evidence of insurance required by terms of any Loan Document; (vii) Intellectual Property Security Agreements, in form and substance reasonably satisfactory to the Administrative Agent, covering the items set forth on Schedule IV to the Security Agreement; (viii) a favorable opinion of Cravath, Swaine & ▇▇▇▇▇ LLP, special New York counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (ix) favorable opinions of local counsel for the Loan Parties in the jurisdictions set forth on Exhibit J, in each case in form and substance reasonably satisfactory to the Administrative Agent; (x) correct and complete copies of the Separation Documents (or drafts thereof, with copies of executed versions to follow upon execution thereof) and documentation reasonably satisfactory to the Administrative Agent with respect to the authorized signatories theretocorporate structure of the Borrower and its Subsidiaries immediately after the effectiveness of the Spin-Off; (gxi) receipt a certificate attesting to the Solvency of the Borrower and its Subsidiaries, on a consolidated basis, immediately before and immediately after giving effect to the Transactions, from the Chief Financial Officer of the Borrower, in substantially the form of Exhibit I hereto; and (xii) a certificate signed by a Responsible Officer of the Fund Borrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied. (b) Each of executed originals the Loan Parties shall have provided the documentation and other information to the Administrative Agent that is required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Act, with respect to the Borrower and the Guarantors, to the extent requested at least seven days prior to the Closing Date. (c) The Borrower shall have paid, on or copies prior to the Closing Date, (i) all fees and expenses (including the reasonable fees and expenses of counsel to the Administrative Agent) required to be paid on the Closing Date pursuant to Section 2.09(b) hereof and (ii) all Related Documents other fees and expenses required to be paid pursuant to Section 10.04(a) for which invoices shall have been presented to the Borrower at least three days prior to the Closing Date (or such shorter time as the Borrower may agree). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other than this Agreement) matter required thereunder to which be consented to or approved by or acceptable or satisfactory to a Lender unless the Purchaser is a party, as in effect on Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund such notice shall be conclusive and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedbinding.

Conditions to Closing Date. It The obligation of each Lender to make the Initial Term Loans is subject to satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement; (ii) a Term Note executed by the Borrower in favor of each Lender that has requested a Term Note at least five (5) Business Days in advance of the Closing Date; (iii) executed counterparts of the Guaranty from each of the Loan Parties listed on the signature pages thereto; (iv) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (except as provided in such Collateral Documents): (A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iv) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests (to the extent possession of such certificates perfects a security interest therein) of each direct Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity) and (c) delivery of Uniform Commercial Code financing statements (other than fixture filings on real estate) with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the making of the Initial Term Loans to the Borrower on the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement (but shall be effective: required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (a) this Agreement which shall have been duly executed and delivered by be no earlier than 60 days after the parties heretoClosing Date); (bv) a certificate of each Loan Party, certified by a secretary or other Responsible Officer (1) copies of Organization Documents of the VMTP Preferred Shares shall have Loan Parties (including any by-laws or other applicable operating agreement of the Loan Parties), (2) resolutions or other action, (3) good standing certificates, and (4) incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a long-term issue credit rating of “Aa1” from Moody’s Responsible Officer in connection with this Agreement and long-term issue credit rating of “AA” from Fitch the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (cvi) receipt by the Purchaser an opinion of opinion(s) of Akerman LLP, counsel for the Fund acceptable to the PurchaserLoan Parties; (dvii) a certificate signed by a Responsible Officer of the Borrower certifying that (A) since March 12, 2021, there shall not have been delivered occurred and be continuing, any change, event, occurrence, state of facts or development that has had, or would reasonably be expected to have, a Company Material Adverse Effect and (B) the condition set forth in clause (c)(ii) below is satisfied; (viii) a certificate substantially in the form of Exhibit K attesting to the Purchaser such information Solvency of the Borrower and copies of documentsits Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transaction, approvals from the Borrower’s chief financial officer or other officer with equivalent duties; and (if anyix) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested a Committed Loan Notice relating to the Fund’s entering into and performing this Agreement and the other Related Documents Credit Extension to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect be made on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto;. (gb) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) All fees required to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable be paid on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; the Fee Letter and reasonable out-of-pocket expenses required to be paid hereunder or pursuant to the Fee Letter, to the extent invoiced at least three (j3) receipt Business Days prior to the Closing Date (except as otherwise agreed to by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administrationBorrower), in each case, shall have occurred after been paid in full in cash or will be paid on the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; andClosing Date. (nc) there Prior to or substantially simultaneously with the Closing Date, (i) the Equity Contribution in at least the amount set forth in the definition thereof shall have been delivered consummated and (ii) the Acquisition shall be consummated in all material respects in accordance with the terms of the Acquisition Agreement, after giving effect to any modifications, amendments, supplements, consents, waivers or requests, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such requests) by the Borrower that are materially adverse to the Purchaser interests of the Lenders or the Administrative Agent, without the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that any additional modification, amendment, supplement, consent, waiver or request that results in (a) any decrease in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Administrative Agent or Lenders so long as such decrease reduced, on a dollar-for-dollar basis, the aggregate amount of the Initial Term Loans, (b) any increase in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Administrative Agent or Lenders so long as funded with proceeds of common equity or preferred equity that does not constitute Disqualified Equity Interests and (c) any adverse amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Lenders and Administrative Agent ). (d) The Administrative Agent shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements. (e) Prior to or substantially simultaneously with the Closing Date, the Refinancing shall have been consummated. (f) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date, and the Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and financial informationother information about the Borrower and the Guarantors as has been reasonably requested in writing at least five (5) Business Days prior to the Closing Date by the Administrative Agent that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including satisfactory responses to its due diligence inquirieswithout limitation the USA PATRIOT Act. For purposes of determining whether the Closing Date has occurred, as it reasonably deems relevant. The Fund and the Purchaser agree each Lender that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to has executed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the foregoing conditions have been satisfied Administrative Agent or waivedsuch Lender, as the case may be, unless such Lender has notified the Administrative Agent of any disagreement prior to the Closing Date.

Conditions to Closing Date. It shall Subject to Section 5.14 and the Funds Certain Provisions, the agreement of each Lender and Issuing Bank to make the initial extension of credit requested to be a condition made by it hereunder is subject to the satisfaction (or waiver in accordance with Section 9.2), but subject to Section 5.14, prior to or concurrently with the making of such extension of credit on the Closing Date that each Date, of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) this Agreement The Agent shall have been duly received this Agreement, the US Guarantee and Collateral Agreement, the Canadian Guarantee and Collateral Agreement, the other Security Documents required to be executed on the Closing Date, the Closing Date Factoring Intercreditor Agreement and the ABL Intercreditor Agreement, in each case, executed and delivered by the parties hereto;each party thereto. (b) Prior to, or substantially concurrently with the VMTP Preferred Shares initial extension of credit hereunder, the Closing Date Refinancing shall have a long-term issue credit rating of “Aa1” from Moody’s been consummated and long-term issue credit rating of “AA” from Fitch on the Closing Date;all security interests and guarantees in connection therewith shall be terminated and released. (c) receipt The Agent shall have received (i) the audited consolidated balance sheets of the Seller and its Subsidiaries as at October 29, 2016 and October 28, 2017 and the related consolidated statements of retained earnings, operations, and cash flows of the Seller and its Subsidiaries for the fiscal year then ended, (ii) the unaudited consolidated balance sheet of the Seller and its Subsidiaries as at April 30, 2018 and the related consolidated statement of operations of the Seller and its Subsidiaries for the six-month period then ended, (iii) the unaudited consolidated balance sheet of the Seller and its Subsidiaries as at May 31, 2018 and the related consolidated statement of operations of the Seller and its Subsidiaries for the seven-month period then ended, (iv) for each fiscal month of the Seller and its Subsidiaries ended after May 31, 2018 and at least thirty (30) days prior to the Closing Date, the unaudited consolidated monthly balance sheet of the Seller and its Subsidiaries as at the end of such fiscal month and the related consolidated statement of operations of the Seller and its Subsidiaries for such fiscal month and (v) a pro forma consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the last day of the Fiscal Quarter ended on or about June 30, 2018 prepared after giving effect to the Transactions as if the Transactions had occurred as of such date and any other adjustments as agreed by the Purchaser Sponsor and the Joint Lead Arrangers (which need not be prepared in compliance with Regulations S-X of opinion(s) the Securities Act of counsel 1933, as amended, or include adjustments for purchase or recapitalization accounting (including adjustments of the Fund acceptable to the Purchaser;type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R))). (d) there All fees and expenses in connection with the Revolving Credit Facility (including reasonable out-of-pocket legal fees and expenses) payable by the Borrowers to the Lenders, the Joint Lead Arrangers and the Agent on or before the Closing Date shall have been paid to the extent then due; provided, that all such amounts shall be required to be paid, as a condition precedent to the Closing Date, only to the extent invoiced at least three (3) Business Days prior to the Closing Date. (e) The Agent shall have received a solvency certificate in the form of Exhibit H from the chief financial officer of the Parent Borrower with respect to the solvency of the Parent Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions. (f) The Agent shall have received the following: (i) a copy of the charter or other similar Organizational Document of each Loan Party and each amendment thereto, and as regards each US Loan Party, certified (as of a date reasonably near the date of the initial extension of credit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such US Loan Party is organized or incorporated; and (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized, dated within thirty (30) days of the Closing Date, certifying that such Person is duly organized and in good standing under the laws of such jurisdiction; and (iii) a certificate of the Secretary, Assistant Secretary or other appropriate Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, or operating or partnership agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or formation, partnership agreement or other constitutive documents of such Loan Party have not been amended since the date the documents furnished pursuant to clause (i) above were certified and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party. (g) The Agent shall have received the legal opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel to the Loan Parties, (ii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Hollister LLP, as Ohio and Indiana local counsel to certain Loan Parties, (iii) Summit Law Group PLLC, as Washington local counsel to certain Loan Parties, (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as Pennsylvania local counsel to certain Loan Parties, (v) ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., as Minnesota local counsel to certain Loan Parties and (vi) Stikeman Elliott LLP, as Canadian counsel to the Loan Parties. (h) To the extent delivery thereof is required under the applicable Security Document and subject to the ABL Intercreditor Agreement, the Agent (or its bailee) shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to any Security Document (if such shares are certificated securities for purposes of Article 8 of the UCC or the PPSA, as applicable), together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note required to be delivered by the Loan Parties pursuant to any Security Document endorsed in blank or accompanied by an executed transfer form in blank (in each case to the extent delivery of such endorsements or transfer forms are customary under applicable Requirements of Law) by the pledgor thereof. (i) All UCC and PPSA financing statements in the jurisdiction of organization of each Loan Party and each other applicable jurisdiction to be filed, registered or recorded to perfect the Liens intended to be created by any Security Document to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Purchaser such information Agent for filing, registration or recording. (j) The Agent and copies of documentsthe Joint Lead Arrangers shall have received, approvals no later than three (if any3) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating Business Days prior to the Fund’s entering into Closing Date, all documentation and performing this Agreement other information about the Loan Parties as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Agent and the other Related Documents Joint Lead Arrangers with respect to applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and Canadian Anti-Money Laundering Laws. (k) At least two (2) Business Days prior to the Closing Date (to the extent requested by the Agent or any Initial ABL Lender at least ten (10) Business Days prior to the Closing Date), any Borrower or Guarantor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification to the Agent, which it is a partycertification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association, in relation to such Borrower or Guarantor. (l) The Specified Purchase Agreement Representations and the transactions contemplated hereby Specified Representations shall be true and thereby;correct in all material respects (except to the extent qualified by materiality or Material Adverse Effect, in which case such representations shall be true and correct in all respects). (em) there shall have been delivered After giving effect to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement Transactions and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (fuse of proceeds described in Section 3.14(a) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect Availability shall not be less than $20 million. (n) The Acquisition shall be consummated in all material respects pursuant to the authorized signatories thereto;Purchase Agreement and the other Transaction Documents (as defined in the Purchase Agreement) prior to, or substantially concurrently with, the effectiveness of this Agreement without giving effect to any amendments thereto or modifications, waivers or consents to the provisions thereof that, in any such case, are materially adverse to the interests of the Joint Lead Arrangers or the Initial ABL Lenders without the consent of the Joint Lead Arrangers, such consent not to be unreasonably withheld, conditioned or delayed (it being understood and agreed that (i) any of the following decreases in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Joint Lead Arrangers or the Initial ABL Lenders: (x) decreases pursuant to any purchase price or similar adjustment provisions set forth in the Purchase Agreement and (y) decreases of less than ten percent (10%) of the total Acquisition consideration (it being understood that any such decrease shall be applied to reduce the initial term commitment under the Term Loan Credit Agreement on a US Dollar-for-US Dollar basis), (ii) any increase in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Joint Lead Arrangers or the Initial ABL Lenders so long as funded with proceeds of common equity, preferred equity that does not constitute “Disqualified Capital Stock” or cash on hand at the Parent Borrower and (iii) any adverse amendment, consent, waiver or other modification to the definition of Material Adverse Effect (as defined in the Purchase Agreement) (in each case, without the prior written consent of the Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned)) shall be deemed to be materially adverse to the interests of the Joint Lead Arrangers or the Initial ABL Lenders. (go) receipt No Material Adverse Effect (as defined in the Purchase Agreement) shall have occurred since July 25, 2018. (p) The Borrower Representative shall have delivered to the Agent a Borrowing Base Certificate as of August 26, 2018. Notwithstanding anything to the contrary contained above in this Section 4.1, to the extent any Collateral may not be perfected solely by (A) the Fund filing of executed originals financing statements under the UCC or copies the PPSA, or (B) the delivery of all Related Documents stock certificates or other certificates, if any, representing equity interests of the Loan Parties required to be pledged pursuant to the US Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement to the extent (x) possession of such certificates perfects a security interest therein and (y) other than in the case of stock certificates or other certificates representing equity interests of the Parent Borrower or any of its Domestic Subsidiaries that are Loan Parties under the Existing Credit Agreements, such stock certificates have been received from the Sellers after Borrowers’ use of commercially reasonable efforts to do so, then the perfection of the security interest in such Collateral (and the taking of the related required actions) shall not constitute a condition precedent to the effectiveness of this AgreementAgreement under this Section 4.1, but may instead be provided within ninety (90) to which the Purchaser is a party, as in effect on days after the Closing Date, and an incumbency certificate with respect subject to the authorized signatories thereto; (h) receipt such extensions as are reasonably agreed by the Fund Agent and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; Borrower Representative (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedconditions, the “Funds Certain Provisions”).

Conditions to Closing Date. It shall be a condition to the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Preferred VRDP Shares Purchase Agreement, VRDP Shares Remarketing Agreement and the Tender and Paying Agent Agreement shall have been duly executed and delivered by the parties hereto or thereto; (c) the VRDP Shares shall have a long-term issue credit preferred share rating of “Aa1” Aa2 from Moody’s and long-term issue credit rating of “AA” ▇▇▇▇▇’▇ or AA from Fitch on the Closing Date; (cd) the Liquidity Provider shall have short-term debt ratings of P-1 from ▇▇▇▇▇’▇ and F1+ from Fitch; (e) receipt by the Purchaser Liquidity Provider of opinion(sexecuted originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of: the Articles Supplementary and the VRDP Shares; a true and complete copy of the Articles of Incorporation as in full force and effect on the Closing Date; the Offering Memorandum in form and substance reasonably satisfactory to the Liquidity Provider; and an incumbency certificate with respect to the authorized signatories thereto; (f) receipt by the Liquidity Provider of opinions of counsel for the Fund acceptable in a form reasonably satisfactory to the PurchaserLiquidity Provider; (dg) receipt by the Fund of opinions of counsel for the Liquidity Provider and the Remarketing Agent in a form reasonably satisfactory to the Fund and Liquidity Provider; (h) receipt by the Fund and the Liquidity Provider of opinions of counsel for the Tender and Paying Agent in a form reasonably satisfactory to the Fund and the Liquidity Provider; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VRDP Shares) payable to the Liquidity Provider on or prior to the Closing Date pursuant to this Agreement shall have been paid; and (j) there shall have been delivered to the Purchaser Liquidity Provider such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust organizational and legal proceedings as the Purchaser Liquidity Provider may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered . Such documents shall, in any event, include a certificate of the Fund, in form and substance satisfactory to the Fund such information Liquidity Provider and copies its counsel, executed by an executive officer of documentsthe Fund, approvals (if any) dated the Closing Date, to the effect that the all representations and records certified, where appropriate, of trust and legal proceedings as warranties made by the Fund may have requested relating to herein or in any of the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a partyparty shall be true and correct in all material respects with the same effect as though such representations and warranties had been made at and as of such time, unless such representations and the transactions contemplated hereby warranties expressly relate to a specific earlier date, in which case such representations and thereby; (f) receipt by the Purchaser warranties are true and correct in all material respects as of executed originals or copies of such earlier date, that all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) obligations payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund under this Agreement have been paid or satisfied as of such date and the Purchaser of an opinion of counsel of the Redemption that all actions required to be taken, all consents required to be obtained, and Paying Agent in the form and substance satisfactory all resolutions required to the Fund and the Purchaser; be adopted (k) except as disclosed in the Information Statement or in Schedule II hereto, there which resolutions shall not be any action, suit, proceeding or investigation pending or (attached to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administrationsuch certificate), in each casecase by the Fund under applicable law, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation done, obtained and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedadopted.

Conditions to Closing Date. It Each Lender’s respective Commitments hereunder shall be a condition become effective, on the terms and subject to the Closing Date that each other conditions set forth herein, upon the satisfaction or waiver (in accordance with Section 10.01) of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) The Administrative Agent shall have received all of the following, each of which shall be originals or “.pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Administrative Agent, and each accompanied by their respective required schedules and other attachments: (i) executed counterparts of (A) this Agreement from the Borrower and (B) a Guaranty from each Guarantor; (ii) the Security Agreement, duly executed by the Borrower and the Guarantors, together with: (A) certificates representing the Pledged Interests referenced in the Security Agreement accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, including a master intercompany note duly executed by the parties thereto, (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and the Guarantors created under the Security Agreement, covering the Collateral described in the Security Agreement, and (C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and delivered by the parties heretoUCC-3 termination statements); (biii) an Intellectual Property Security Agreement (in the VMTP Preferred Shares shall have a long-term issue credit rating form of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on Exhibit B to the Closing DateSecurity Agreement), duly executed by each Loan Party that owns intellectual property that is required to be pledged in accordance with the Security Agreement; (civ) receipt by such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each of the Purchaser of opinion(s) of counsel for Borrower and the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings Guarantors as the Purchaser Administrative Agent may have requested relating reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to the Fund’s entering into and performing act as a Responsible Officer in connection with this Agreement and the other Related Loan Documents to which it each of the Borrower and the Guarantors is a party or is to be a party, and the transactions contemplated hereby and thereby; (ev) there shall have been delivered to the Fund such information documents and copies of documentscertifications (including Organization Documents and, approvals (if anyapplicable, good standing certificates) and records certified, where appropriate, of trust and legal proceedings as the Fund Administrative Agent may have requested relating reasonably require to evidence that each of the Purchaser’s entering into and performing this Agreement Borrower and the other Related Documents to which it Guarantors is a partyduly organized or formed, and that each of them is validly existing and in good standing, except to the transactions contemplated hereby and therebyextent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (fvi) receipt by an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) Borrower and the Guarantors, addressed to which the Fund is a party, as in effect Administrative Agent and the Lenders on the Closing Date, in form and an incumbency certificate with respect substance reasonably satisfactory to the authorized signatories theretoAdministrative Agent; (gvii) receipt by an opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PLLC, local counsel to Visteon Global Technologies, Inc., a Michigan corporation, addressed to the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which Administrative Agent and the Purchaser is a party, as in effect Lenders on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance reasonably satisfactory to the Fund and the PurchaserAdministrative Agent; (iviii) a copy of, or a certificate as to coverage under, the reasonable fees insurance policies required by Section 6.07 and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance applicable provisions of the VMTP Preferred SharesCollateral Documents. (b) payable on The Borrower, and each Guarantor shall have provided the documentation and other information reasonably requested in writing at least ten Business Days prior to the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund Lenders in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration)PATRIOT Act, in each case, case at least five Business Days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree). (c) The Administrative Agent shall have occurred received a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date. (d) The Administrative Agent shall have received a Committed Loan Notice and a letter of credit application, if applicable, in each case relating to the initial Credit Extension. (e) The Administrative Agent shall have received a solvency certificate from the chief financial officer the Borrower (after the date of this Agreement, which will materially and adversely affect giving effect to the consummation of the transaction Transactions) substantially in the form attached hereto as Exhibit G. (f) All costs, fees, expenses (including legal fees and expenses) and other compensation contemplated by this Agreement; and (n) there the Engagement Letter and the Fee Letters payable to the Arrangers, the Administrative Agent or the Lenders shall have been delivered paid to the Purchaser any additional documentation extent due (and, in the case of expenses, to the extent invoiced in reasonable detail at least three (3) Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree)) and financial information, including satisfactory responses required to its be paid on the Closing Date. (g) All amounts due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation or outstanding in respect of the purchase Existing Credit Agreement shall have been paid in full, all commitments (if any) in respect thereof shall have been terminated, all documents and sale agreements executed in connection therewith shall have been terminated and all guarantees thereof and security therefor shall have been discharged and released. Without limiting the generality of the VMTP Preferred Shares pursuant provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Administrative Agent and each Lender as of the Closing Date shall be deemed to this Agreement have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall constitute acknowledgment that have received written notice from such Lender prior to the foregoing conditions have been satisfied or waivedClosing Date specifying its objection thereto.

Conditions to Closing Date. It shall be a condition The obligation of each Lender to the Closing Date that each execute and deliver this Agreement, and to make its respective Commitments and its initial Credit Extension hereunder, is subject to satisfaction or waiver (in accordance with Section 10.01) of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or “.pdf” or “tiff” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Administrative Agent, and each accompanied by their respective required 112 Syniverse Credit Agreement schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its Subsidiaries, giving effect to the Transaction): (i) executed counterparts of (A) this Agreement, (B) a Holdings Guaranty from Holdings and (C) a Subsidiary Guaranty from the Subsidiary Guarantors; (ii) the Security Agreement, duly executed by Borrower, Holdings and the Subsidiary Guarantors, together with: (A) certificates representing the Pledged Interests referred to in the Security Agreement accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens against the Borrower and the Guarantors created under the Security Agreement, covering the Collateral described in the Security Agreement, and (C) evidence that all other actions, recordings and filings of or with respect to the Borrower and the Guarantors contemplated by the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, receipt of duly executed payoff letters, customary lien searches and delivered by the parties heretoUCC-3 termination statements); (biii) the VMTP Preferred Shares shall Intellectual Property Security Agreements, duly executed by the applicable Loan Parties; (iv) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower, the Subsidiary Guarantors and Holdings as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which each of the Borrower, the Subsidiary Guarantors and Holdings is a party or is to be a party; (v) such documents and certifications (including, without limitation, Organization Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Subsidiary Guarantors and Holdings is duly organized or formed, and that each of the Borrower, the Subsidiary Guarantors and Holdings is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a long-term issue credit rating Material Adverse Effect; 113 Syniverse Credit Agreement (vi) an opinion of “Aa1” from Moody’s Debevoise & ▇▇▇▇▇▇▇▇ LLP, counsel to Borrower, the Subsidiary Guarantors and long-term issue credit rating Holdings, addressed to each Secured Party, in form and substance reasonably satisfactory to the Administrative Agent. (vii) a Note executed by the Borrower in favor of “AA” from Fitch on each Lender that has requested a Note no later than five (5) Business Days prior to the Closing Date; (cviii) receipt by a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the Purchaser initial Credit Extension; (ix) a solvency certificate from the chief financial officer of opinion(sthe Borrower (after giving effect to the Transaction) substantially in the form attached hereto as Exhibit I; (x) opinions of local counsel for the Fund acceptable Loan Parties in each of the jurisdictions listed on Schedule 4.01(a) hereto, addressed to each Secured Party, in form and substance reasonably satisfactory to the Purchaser;Administrative Agent; and (xi) a copy of the certificate delivered to the trustee under the Senior Notes Indenture designating this Agreement as a “Credit Agreement” thereunder. (b) Holdings, the Borrower and each Subsidiary Guarantor shall have provided the documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Lenders in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) days prior to the Closing Date. (c) The Refinancing shall have been, or shall concurrently be, consummated. (d) there shall have been delivered to the Purchaser such information and copies of documentsAll costs, approvals fees, expenses (if any) and records certified, where appropriate, of trust and including without limitation legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all recording taxes and fees) and other amounts (including reasonable attorneys’ fees and expenses related compensation contemplated by the Fee Letter payable to the issuance Administrative Agent shall have been paid to the extent due (and, in the case of the VMTP Preferred Sharesexpenses, invoiced in reasonable detail at least three (3) payable on Business Days prior to the Closing Date and pursuant (or such later date as the Borrower may agree)). Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has funded any portion of a Loan on or after the Closing Date or has signed this Agreement on or after the Closing Date shall be deemed to Section 2.03 hereof have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory received notice from such Lender prior to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to proposed Closing Date specifying its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedobjection thereto.

Conditions to Closing Date. It shall be a condition The obligation of each Lender to make its initial Credit Extension hereunder is subject to the Closing Date that each satisfaction of the following conditions shall have been satisfied precedent (or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective:waiver thereof in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be facsimiles unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in respect of clause (a)(i)(v) below), each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and the Guaranty from each of the Loan Parties listed on the signature pages thereto; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been duly executed taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and delivered by the parties heretoCollateral Agent; (biv) such certificates, copies of Organization Documents of the VMTP Preferred Shares shall have Loan Parties, resolutions or other action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a long-term issue credit rating of “Aa1” from Moody’s Responsible Officer in connection with this Agreement and long-term issue credit rating of “AA” from Fitch the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (v) an opinion from ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the Loan Parties; (vi) [reserved]; (vii) a certificate attesting to the Solvency of the Borrower, from the chief financial officer or other officer with equivalent duties of the Borrower, in substantially the form of Exhibit M; (viii) a Request for Credit Extension relating to the Credit Extension of the Loans to be made on the Closing Date; (ix) that certain Letter of Direction, dated as of the Closing Date and delivered to Administrative Agent by the Borrower; (x) certificates of insurance evidencing the Borrower and its Restricted Subsidiaries’ compliance with the requirements of Section 6.06; and (xi) a certificate of status with respect to each Loan Party, dated within 30 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction; (b) All fees and expenses required to be paid hereunder or pursuant to the Fee Letter, to the extent invoiced at least three (3) Business Days prior to the Closing Date shall have been paid in full in cash or will be paid on the Closing Date. (c) receipt by The Lead Arranger shall have received the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser;Unaudited Financial Statements. (d) there The Borrower and its Restricted Subsidiaries shall have been delivered to the Purchaser such information and copies Liquidity of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby;at least $250,000,000. (e) there Prior to or substantially simultaneously with the Closing Date, the Indebtedness outstanding under the Existing Credit Agreement shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby;be paid in full. (f) receipt by The representations and warranties of the Purchaser Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date; provided, and an incumbency certificate with respect that, to the authorized signatories thereto;extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) receipt The Administrative Agent and the Lead Arranger shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which Administrative Agent and the Purchaser Lead Arranger that they reasonably determine is a partyrequired by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, as in effect on including without limitation the Closing DateUSA PATRIOT Act and, and an incumbency certificate with respect to the authorized signatories thereto;extent required by 31 C.F.R. §1010.230, a certification of the Borrower regarding beneficial ownership which shall include, without limitation, a duly executed IRS Form W-9, or other applicable tax form. (h) receipt by No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the Fund and the Purchaser application of the Information Statement in form and substance proceeds therefrom. For purposes of determining whether the Closing Date has occurred, each Lender that has executed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Fund and Administrative Agent or such Lender, as the Purchaser; (i) case may be, unless such ▇▇▇▇▇▇ has notified the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related Administrative Agent of any disagreement prior to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedDate.

Conditions to Closing Date. It shall be a condition The obligations of the Banks to establish the Closing Date that Commitments hereunder and of any Letter of Credit Issuer to establish the Letter of Credit Commitment hereunder are, in each of case, subject solely to the following conditions precedent; provided that, for the avoidance of doubt, the Borrower shall have been satisfied not be entitled to request any Loan or waived as Letter of such date, and upon such satisfaction or waiver, this Agreement shall be effective:Credit hereunder prior to the Effective Date): (a) The Administrative Agent shall have received the following documents: (i) an opinion of counsel for the Credit Parties in a form reasonably acceptable to the Administrative Agent and covering such matters relating to the transactions contemplated hereby as the Administrative Agent or the Required Banks may reasonably request; and (ii) all documents the Administrative Agent may reasonably request relating to the corporate authority and incumbency of each Credit Party which is a party hereto or any other Credit Document and the validity of this Agreement shall have been duly and each other Credit Document, all in form and substance reasonably satisfactory to the Administrative Agent; and (iii) copies of this Agreement executed and delivered by the parties heretoBorrower, each Guarantor and each of the Banks; (b) At the VMTP Preferred Shares shall have a long-term issue credit rating time of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on immediately after the Closing Date;, no Default or Event of Default shall have occurred and be continuing; and (c) receipt by The representations and warranties of the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing Credit Parties contained in this Agreement shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on and as of the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents Closing Date (other than this Agreementrepresentations and warranties that relate to a specific date, which shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) to which as of such date). Without limiting the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser generality of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance provisions of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration7.5(b), for purposes of determining compliance with the conditions specified in this Section 3.1, the Administrative Agent and each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree Bank that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to has signed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the foregoing conditions Administrative Agent shall have been satisfied or waivedreceived notice from such Bank prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing Date. It This Agreement shall be a condition to become effective upon the Closing Date that each satisfaction of the following conditions shall have been satisfied precedent (or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective:waiver thereof in accordance with Section 10.01): (a) The Administrative Agent shall have received: (i) a counterpart of this Agreement shall have been duly executed signed on behalf of the Borrower and delivered by the parties each Lender party hereto; (bii) a Note executed by the VMTP Preferred Shares shall have Borrower in favor of each Lender requesting a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on the Closing DateNote; (ciii) receipt by a counterpart of the Purchaser Guaranty signed on behalf of opinion(s) of counsel for the Fund acceptable to the Purchasereach Loan Party; (div) there shall have been delivered a counterpart of the Security Agreement signed on behalf of each Loan Party; (v) a counterpart of the Global Intercompany Note signed on behalf of each Loan Party and each other Subsidiary party thereto; (vi) in respect of each Loan Party, a customary certificate, dated the Closing Date and executed by the secretary, assistant secretary or other Responsible Officer of such Loan Party, attaching and certifying (i) a copy of each Organization Document of such Loan Party, which shall, to the Purchaser extent applicable, be certified as of the Closing Date or a recent date prior thereto by the appropriate Governmental Authority, (ii) resolutions of the board of directors or equivalent governing body of such information Loan Party approving and copies authorizing the execution, delivery and performance of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Loan Documents to which it such Loan Party is a party, party and the transactions contemplated hereby and thereby; , (eiii) there shall have been delivered to a good standing certificate from the Fund applicable Governmental Authority of such information Loan Party’s jurisdiction of organization, dated the Closing Date or a recent date prior thereto and copies (iv) signatures and incumbencies of documents, approvals (if any) and records certified, where appropriate, the officers of trust and legal proceedings as such Loan Party executing the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Loan Documents to which it such Loan Party is a party, all in form and substance reasonably satisfactory to the transactions contemplated hereby and therebyAdministrative Agent; (fvii) receipt a certificate, dated the Closing Date and executed by a Responsible Officer of the Purchaser Borrower, certifying that as of executed originals or copies of all Related Documents (other than this Agreement) the Closing Date, after giving effect to which the Fund is a party, as in effect Transactions that are to occur on the Closing Date, (A) no Default has occurred and an incumbency is continuing and (B) the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document are true and correct in all material respects (or, with respect to any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, in all respects); (viii) a solvency certificate in the form attached hereto as Exhibit M; and (ix) a customary legal opinion, dated the Closing Date and addressed to the Administrative Agent and the Lenders, from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., special counsel to the Loan Parties. (b) Subject to the penultimate paragraph of this Section 4.01, the Collateral and Guarantee Requirement shall have been satisfied. The Administrative Agent shall have received a perfection certificate, dated the Closing Date and executed by a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent (the “Perfection Certificate”). The Administrative Agent shall have received, on or prior to the Closing Date, the results of a search of the Uniform Commercial Code filings made with respect to the authorized signatories thereto;Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 7.01 or have been released. (gc) receipt Subject to the penultimate paragraph of this Section 4.01, the Administrative Agent shall have received the insurance certificates and endorsements required pursuant to Section 6.06. (d) The Borrower shall have paid to the Arrangers, the Administrative Agent and the Lenders all fees, expenses and other amounts due and payable on or prior to the Closing Date pursuant to the Loan Documents or separate agreements entered into by the Fund Borrower and the Arrangers or the Administrative Agent (in the case of executed originals or copies expenses and other amounts, solely to the extent invoiced at least one (1) Business Day prior to the Closing Date). (e) The Administrative Agent and each requesting Lender shall have received, at least five Business Days prior to the Closing Date, (i) the documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the USA PATRIOT Act, and (ii) with respect to any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, in each case to the extent requested at least eight Business Days prior to the Closing Date. Notwithstanding the foregoing, solely with respect to the matters expressly identified on Schedule 6.12, the satisfaction by the Loan Parties of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect foregoing conditions shall not be required on the Closing Date, and an incumbency certificate with respect but instead shall be required to be completed pursuant to Schedule 6.12. The Administrative Agent shall notify the authorized signatories thereto; (h) receipt by the Fund Borrower and the Purchaser Lenders of the Information Statement in form Closing Date, and substance satisfactory to the Fund such notice shall be conclusive and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedbinding.

Conditions to Closing Date. It shall be a condition The effectiveness of this Agreement is subject to the Closing Date that each satisfaction or waiver of the following conditions shall have been satisfied precedent (and upon the satisfaction or waived as waiver of such dateconditions, and upon such satisfaction or waiver, this Agreement the Closing Date shall be effective:deemed to have occurred): (a) The Administrative Agent shall have received each of the following: (i) counterparts of this Agreement shall have been duly executed and delivered by each of the parties hereto; (bii) if requested by any Lender pursuant to Section 2.12.(a) at least three (3) days prior to the VMTP Preferred Shares shall have date hereof, a long-term issue credit rating Note executed by the Borrowers, payable to such Lender and complying with the terms of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on the Closing DateSection 2.12.(a); (ciii) receipt by a fully executed copy of the Purchaser of opinion(s) of counsel for the Fund acceptable to the PurchaserMerger Agreement; (div) there shall have been delivered an opinion of ▇▇▇▇▇ Lovells LLP, counsel to the Purchaser such information Company and copies the other Loan Parties, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (v) the certificate or articles of documentsincorporation or formation, approvals articles of organization, certificate of limited partnership or other comparable organizational document (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party; (vi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and records certifiedcertificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where appropriatefailure to be so qualified could reasonably be expected to have a Material Adverse Effect; (vii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, in the case of trust each Borrower, authorized to execute and deliver on behalf of such Borrower Notices of Borrowing, Notices of Conversion and Notices of Continuation; (viii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal proceedings as entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the Purchaser may have requested relating to execution, delivery and performance of the Fund’s entering into and performing this Agreement and the other Related Loan Documents to which it is a party, and the transactions contemplated hereby and thereby; (eix) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby[intentionally omitted]; (fx) receipt by [intentionally omitted]; (xi) a Solvency Certificate from the Purchaser chief financial officer of executed originals or copies the Parent; (xii) [intentionally omitted]; (a) GAAP audited consolidated balance sheets and related statements of all Related Documents income, changes in equity and cash flows of the Parent for the fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018 and (other than b) GAAP unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Parent for each subsequent fiscal quarter ending after December 31, 2018 and at least 45 days prior to the Closing Date; provided that the Parent’s public filing of any required financial statements with the SEC shall constitute delivery of such financial statements for purposes of this AgreementSection 6.1.(I)(a)(xiii); (xiv) to which the Fund is a party, as in effect on extent invoiced at least one (1) Business Day prior to the Closing Date, evidence that all accrued costs, fees and an incumbency certificate with respect to the authorized signatories thereto; expenses (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable including legal fees and expenses and all other amounts (including reasonable attorneys’ the fees and expenses related of any other advisors required to be reimbursed under the Commitment Letter) and other compensation due and payable to the issuance of Administrative Agent, the VMTP Preferred Shares) payable Lead Arranger and the Lenders on the Closing Date and pursuant to Section 2.03 hereof shall have been paid;; and (jxv) receipt all necessary information in connection with the Patriot Act, the Beneficial Ownership Regulation (including a Beneficial Ownership Certification), “know your customer” requirements, and other customary requirements, in each case to be delivered by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory Loan Parties not later than five (5) Business Days prior to the Fund and Closing Date to the Purchaser;extent such information is requested not later than ten (10) Business Days prior to the Closing Date; and (kb) except as disclosed in the Information Statement or in Schedule II hereto, (i) there shall not be have occurred on or after the Commitment Effective Date any actionamendments, suitmodifications or waivers by PK Domestic LLC or any of its Affiliates of, proceeding or investigation pending consents by PK Domestic LLC or (any of its Affiliates under, the Merger Agreement that are materially adverse to the knowledge Lenders or the Lead Arranger in their respective capacities without the consent of the FundLead Arranger, such consent not to be unreasonably withheld, delayed or conditioned (it being understood and agreed that (a) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is increase in any way contesting orthe aggregate cash consideration to be paid under the Merger Agreement (the “Cash Merger Consideration”), if decided adversely, would affect funded with equity shall not be deemed to be materially adverse to the validity interests of any other Related Document the Lenders and the Lead Arranger and shall not require the consent of the Lead Arranger to which the Fund is a party or this Agreement, or extent funded by equity only and (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) any decrease in the good faith judgment Cash Merger Consideration shall not be deemed to be materially adverse to the interests of the party invoking this condition no change in law, rule or regulation Lenders and the Lead Arranger if such decrease shall reduce dollar-for-dollar the Lenders’ Commitments (or their interpretation or administration)allocated first to the Lenders’ Tranche A-1 Commitments and second to the Lenders’ Tranche A-2 Commitments, in each case, shall have occurred after ratably in accordance with each Lender’s Applicable Commitment Percentage) and (b) any (i) amendment or modification to the date definition of this “Company Material Adverse Effect” (as such term is defined in the Merger Agreement), which will materially and adversely affect (ii) consent or waiver given by the consummation Company or any affiliate thereof as to any matter that would but for such consent constitute a “Company Material Adverse Effect”, or (iii) action or omission taken at the request of the transaction contemplated by this Agreement; and (n) there Company or any affiliate thereof that would but for such request constitute a “Company Material Adverse Effect”, shall have been delivered in each case be deemed to be materially adverse to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.Lenders);

Conditions to Closing Date. It shall be a condition to the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Preferred Shares shall have a long-term credit rating of “Aaa” from ▇▇▇▇▇’▇ and a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AAAAA” from Fitch on the Closing Date; (c) receipt by each of the Purchaser Closing Date Purchasers of opinion(s) opinions of counsel for the Fund acceptable to the PurchaserClosing Date Purchasers in the form of Exhibits A-1 through A-3; (d) there shall have been delivered to each of the Purchaser Closing Date Purchasers such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as each of the Purchaser Closing Date Purchasers may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the each Closing Date Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a partyparty in the form of Exhibit B, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a partyparty in the form of Exhibit B, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (ji) receipt by the Fund and each of the Purchaser Closing Date Purchasers of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the PurchaserClosing Date Purchasers; (kj) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference liquidation preference of or dividends on the VMTP Preferred Shares; (lk) receipt by each of the Purchaser Closing Date Purchasers of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexesCredit Support Annexes; (ml) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (nm) there shall have been delivered to each of the Purchaser Closing Date Purchasers any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser Closing Date Purchasers agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Conditions to Closing Date. It The obligations of the Lenders to make Loans hereunder shall be a condition to not become effective until the Closing Date that each which is scheduled to occur upon the satisfaction of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by an authorized officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Preferred Shares shall have a long-term issue credit rating Guaranty, each dated as of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on the Closing Date; (cii) receipt Notes executed by the Purchaser Borrower in favor of opinion(s) each Lender requesting such Notes, each dated as of counsel for the Fund acceptable to the PurchaserClosing Date; (diii) there shall have been delivered to the Purchaser such information and copies certificates of documentsresolutions or other action, approvals (if any) and records certified, where appropriate, incumbency certificates and/or other certificates of trust and legal proceedings officers of each Loan Party as the Purchaser Administrative Agent may have requested relating require to establish the Fund’s entering into identities of and performing verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Related Loan Documents to which it such Loan Party is a party, and the transactions contemplated hereby and thereby; (eiv) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings evidence as the Fund Administrative Agent may have requested relating reasonably require to the Purchaser’s entering into and performing this Agreement verify that each Loan Party and the other Related Documents to which it General Partner is a partyduly organized or formed, and validly existing, in good standing in the transactions contemplated hereby and therebyjurisdiction of its organization; (fv) receipt a certificate signed by an a Responsible Officer of the Purchaser Borrower certifying (A) that the representations and warranties contained in Article V are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that are already qualified as to materiality in the text thereof) on and as of executed originals such date, (B) no Default or copies Event of all Related Documents Default has occurred and is continuing as of such date, (other than this AgreementC) since December 31, 2012 there has occurred no event or condition that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (D) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Fund Borrower is a party, as in effect on the Closing Date, and an incumbency certificate with respect required to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and give notice pursuant to Section 2.03 hereof 6.03(b) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(b) shall have been paid; (j) receipt by be given concurrently with the Fund and the Purchaser of an opinion of counsel delivery of the Redemption certificate given pursuant to this clause (v)), and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (kE) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any no action, suit, investigation or proceeding or investigation is pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in arbitrator or Governmental Authority by or against the good faith judgment Borrower or any Borrower Affiliate, or any of their respective properties, that could reasonably be expected to have a Material Adverse Effect; (vi) receipt of audited financial statements of the party invoking this conditionMLP as of December 31, 2012, unaudited financial statements of the MLP as of June 30, 2013, and such other financial information as the Administrative Agent may reasonably request; (vii) opinions from (i) is in any way contesting or▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, if decided adverselycounsel to each Loan Party and the General Partner, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or and (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect ▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇, counsel to each Loan Party and the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration)General Partner, in each case, shall have occurred after addressed to the date Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (viii) evidence of this Agreement, which will materially and adversely affect the consummation termination of the transaction contemplated by this AgreementCommitments as defined in Existing Credit Agreement and repayment or refinancing of all loans thereunder simultaneously with the Closing Date; and (nix) there such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees due and payable at the Closing Date shall have been delivered paid. (c) The Borrower shall have paid Attorney Costs of the Administrative Agent to the Purchaser any additional documentation and financial informationextent invoiced prior to, including satisfactory responses to its due diligence inquiriesor on, as it reasonably deems relevantthe Closing Date. The Fund and Without limiting the Purchaser agree that consummation generality of the purchase and sale provisions of Section 9.03, for purposes of determining compliance with the VMTP Preferred Shares pursuant to conditions specified in this Section 4.01, each Lender that has signed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the foregoing conditions Administrative Agent shall have been satisfied or waivedreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Conditions to Closing Date. It The closing shall be a condition deemed to be held at the office of the Administrative Agent, and on the date of execution of this Agreement, the Company shall deliver to the Closing Date that each Administrative Agent for the benefit of the following conditions shall have been satisfied or waived as of such date, L/C Issuers and upon such satisfaction or waiver, this Agreement shall be effectivethe Lenders: (a) an executed copy of this Agreement shall have been duly executed and delivered by the parties heretoAgreement; (b) a certificate signed by any Authorized Officer or Secretary or Assistant Secretary of the VMTP Preferred Shares shall have a long-term issue credit rating Company stating that as of “Aa1” from Moody’s the Closing Date no Default exists and long-term issue credit rating of “AA” from Fitch that the representations and warranties contained in Article V are true and correct on the Closing DateDate (except with respect to those representations and warranties made as of a specific date, which representations and warranties shall be true and correct in all material respects as of such date); (c) receipt a copy of the Certificate of Incorporation of the Company, together with all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, and a certificate of good standing, certified on or within ten Business Days prior to the date hereof by the Purchaser Secretary of opinion(s) State of counsel for the Fund acceptable to the PurchaserDelaware; (d) there shall have been delivered to copies, certified by any Authorized Officer or the Purchaser such information and copies Secretary or Assistant Secretary of documents, approvals (if any) and records certified, where appropriatethe Company, of trust its By-Laws and legal proceedings as its Board of Directors’ Resolutions, authorizing the Purchaser may have requested relating to execution, delivery and performance of the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and therebyLoan Documents; (e) there an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Company, which shall have been delivered identify by name and title and bear the signature of the officers of the Company authorized to sign the Fund such information Loan Documents and copies of to sign any other documents, approvals (if any) letters of credit, reports and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing notices in connection with this Agreement and to make borrowings hereunder (on which the other Related Documents to which it is a party, L/C Issuers and the transactions contemplated hereby and therebyLenders shall be entitled to rely until informed of any change in writing by the Company); (f) receipt by a written opinion of the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a partyCompany’s counsel, as in effect on the Closing Date▇▇▇▇▇ Day, and an incumbency certificate with respect addressed to the authorized signatories theretoAdministrative Agent, each L/C Issuer and the Lenders, in the form of Exhibit D; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect Committed Loan Notes for those Lenders that have requested Committed Loan Notes at least two Business Days prior to the authorized signatories theretodate hereof; (h) receipt satisfactory evidence that those fees invoiced by and due to the Fund Administrative Agent and the Purchaser of Lenders on the Information Statement date the Company executes this Agreement have been paid in form and substance satisfactory to the Fund and the Purchaser;full or shall be paid substantially concurrently with closing; and (i) satisfactory evidence that the reasonable Prior Agreement shall have been terminated and cancelled and any and all accrued and unpaid principal, interest, fees and expenses due and all payable under the terms of the Prior Agreement or any other amounts (including reasonable attorneys’ fees agreement, document or instrument executed in connection therewith have been paid in full or shall be paid substantially concurrently with closing. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender and expenses related L/C Issuer shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder unless the Administrative Agent shall have received notice from such Lender or L/C Issuer prior to the issuance of the VMTP Preferred Shares) payable on the proposed Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to specifying its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedobjection thereto.

Conditions to Closing Date. It shall be a condition to The occurrence of the Closing Date that each hereunder is subject to satisfaction of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement shall have been duly executed Agreement, the Guaranty, the Security Agreement, the Account Control Agreements relating to the Specified Accounts and delivered by the parties heretoFee Letter, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (bii) a Note executed by the VMTP Preferred Shares shall have Borrower in favor of each Lender requesting a long-term issue credit rating of “Aa1” Note; (iii) completed and duly executed perfection certificates from Moody’s and long-term issue credit rating of “AA” from Fitch each Loan Party; (iv) completed requests for information, dated on or before the Closing Date, listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements; (cv) receipt by the Purchaser such certificates of opinion(s) resolutions or other action, incumbency certificates and/or other certificates of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies Responsible Officers of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings each Loan Party as the Purchaser Administrative Agent may have requested relating require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to the Fund’s entering into and performing act as a Responsible Officer in connection with this Agreement and the other Related Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the other Loan Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (x) a business plan and pro forma forecast of the Borrower and its Subsidiaries on a consolidated basis, including forecasts prepared by the Borrower, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for the 2010, 2011 and 2012 fiscal years of the Borrower and its Subsidiaries; (xi) certificate of the Borrower attesting to its Solvency and the Solvency of the Loan Parties taken as a whole, in each case, both before and after giving effect to the transactions contemplated hereby and therebyby the Loan Documents, from its chief financial officer or controller; (exii) there evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (xiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or any Lender reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been delivered paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Fund Administrative Agent (directly to such information and copies of documents, approvals (counsel if anyrequested by the Administrative Agent) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents extent invoiced prior to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, plus such additional amounts of such fees, charges and an incumbency certificate with respect disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the authorized signatories thereto;closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (gd) receipt by The Lenders shall have completed a due diligence investigation of the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as Borrower and its Subsidiaries in effect on the Closing Datescope, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance results, satisfactory to the Fund Lenders, and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by given such access to the Fund management, records, books of account, contracts and the Purchaser of an opinion of counsel properties of the Redemption Borrower and Paying Agent in the form its Subsidiaries and substance satisfactory to the Fund shall have received such financial, business and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge other information regarding each of the Fund) overtly threatened in writing against foregoing Persons and businesses as they shall have requested. Without limiting the Fund in any court or before any governmental authority which in the good faith judgment generality of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this condition no change in lawSection 4.01, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree Lender that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to has signed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the foregoing conditions Administrative Agent shall have been satisfied or waivedreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing Date. It The Lenders’ Commitments shall be a condition to the Closing Date that each not become effective hereunder unless all of the following conditions shall precedent have been satisfied (or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective:in accordance with Section 10.01): (a) this Agreement shall have been duly executed and delivered Unless waived by all the Lenders (or by the parties heretoAdministrative Agent), the Administrative Agent’s receipt of the following, unless otherwise specified, each properly executed by a Responsible Officer of the Company (where applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement, signed on behalf of each party hereto or written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement; (ii) certified copies of resolutions or other action of the Board of Directors of each Borrower, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of each Borrower establishing the identities of and verifying the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Borrower is a party; (iii) evidence verifying that each Borrower is duly organized or formed, validly existing, in good standing and qualified to engage in business in the jurisdiction of its incorporation; (iv) a certificate signed by a Responsible Officer of each Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the VMTP Preferred Shares shall date of the Audited Financial Statements which has had or could reasonably be expected to have a long-term issue credit rating Material Adverse Effect; and (C) the current Senior Debt Ratings; (v) an opinion of counsel to the Borrowers, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrowers, the Loan Documents and the transactions contemplated therein as the Administrative Agent shall reasonably request; (vi) evidence that (A) the Company has delivered notice of its termination of commitments under the Existing Credit Agreement to the administrative agent three Business Days prior to the Closing Date, (B) that all amounts outstanding under the Existing Credit Agreement have been paid (including, without limitation, principal, interest and fees), provided that all such amounts may be repaid substantially simultaneously with Loan(s) advanced under this Agreement, and (C) that the “Aa1commitments” from Moody’s and long-term issue credit rating of “AA” from Fitch the lenders under the Existing Credit Agreement have been or concurrently with the Closing Date are being terminated; (vii) a duly executed Request for Credit Extension for any Credit Extension to be made on the Closing Date; (cviii) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchasera duly executed funds disbursement agreement, if applicable; (dix) there shall have been delivered (A) at least five days prior to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, all documentation and an incumbency certificate other information regarding the Company requested in connection with respect applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the authorized signatories thereto; extent requested in writing of the Company at least 10 days prior to the Closing Date and (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this AgreementB) to which the Purchaser is extent the Company qualifies as a party“legal entity customer” under the Beneficial Ownership Regulation, as in effect on at least five days prior to the Closing Date, and an incumbency certificate with respect any Lender that has requested, in a written notice to the authorized signatories theretoCompany at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Company shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ix) shall be deemed to be satisfied); (hx) receipt by the Fund and the Purchaser of the Information Statement in form and substance evidence reasonably satisfactory to the Fund and Administrative Agent that arrangements have been made by the Purchaser;Company or its counsel for the payment of the Florida documentary stamp tax in respect of each promissory note provided to a requesting Lender pursuant to Section 2.10(c) on or about the Closing Date; and (ixi) such other certificates, documents or consents as the reasonable Administrative Agent reasonably requires. (b) Any fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related required to the issuance of the VMTP Preferred Shares) payable be paid on or before the Closing Date and pursuant to Section 2.03 hereof in connection herewith shall have been paid;. (jc) receipt Unless waived by the Fund Administrative Agent, the Borrowers shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced at least one Business Day prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute the Administrative Agent’s reasonable estimates of Attorney Costs incurred or to be incurred by each of them through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Purchaser of an opinion of counsel Administrative Agent). Without limiting the generality of the Redemption and Paying Agent provisions of Section 4.01, for purposes of determining compliance with the conditions specified in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II heretothis Section 4.01, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree Lender that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to has signed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the foregoing conditions Administrative Agent shall have been satisfied or waivedreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing Date. It The release of the Escrow Property to the Parent Borrower on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of the Guaranty from each of the parties listed on the signature pages hereto and thereto; (ii) a Note executed by the Borrowers in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (C) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent has been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; provided that if, notwithstanding the Parent Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the Equity Interests of (i) the Parent Borrower and (ii) each direct Wholly-Owned Subsidiary of the Parent Borrower that is organized in the United States or Canada (provided that such Equity Interests are not Excluded Equity and, in the case of THI and its subsidiaries, solely to the extent received by the Parent Borrower after use of commercially reasonable efforts) and (c) delivery of Uniform Commercial Code financing statements and/or PPSA registration statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code or PPSA, as applicable) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the Escrow Property to the Parent Borrower on the Closing Date that (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12); (iv) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (v) an opinion from each of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New York counsel to the following conditions Loan Parties, (B) Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Canadian counsel to the Loan Parties, (C) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, British Columbia counsel to the Loan Parties and (D) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Florida counsel to the Loan Parties; (vi) a certificate signed by a Responsible Officer of the Borrower certifying that (A) between December 29, 2013 and August 26, 2014, there has not been any fact, circumstance, change, effect, event or occurrence that has had or would reasonably be expected to have a Company Material Adverse Effect, (B) since August 26, 2014, no fact, circumstance, change, effect, event or occurrence has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (C) the condition set forth in clause (f)(ii) below is satisfied; (b) a certificate attesting to the Solvency of the Parent Borrower and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transaction, from the Parent Borrower’s chief financial officer or other officer with equivalent duties; (i) if any Credit Extension is being made on the Closing Date, a Committed Loan Notice or Letter of Credit Application, as applicable, relating to such Credit Extension; and (ii) if available in the relevant jurisdiction, good standing certificates or certificates of status, as applicable and bring down telegrams or facsimiles, for each Loan Party. (c) All fees and expenses required to be paid hereunder or pursuant to the Fee Letter, to the extent invoiced at least three (3) Business Days prior to the Closing Date shall have been satisfied paid in full in cash or waived will be paid on the Closing Date out of the proceeds of the Escrow Property released to the Parent Borrower on the Closing Date. (d) Prior to or substantially simultaneously with the release of the Escrow Property to the Parent Borrower on the Closing Date, (i) the Equity Contribution shall have been consummated, (ii) the Acquisition shall be consummated in all material respects in accordance with the terms of the Acquisition Agreement, without giving effect to any amendments, consents or waivers of the Acquisition Agreement by the Parent Borrower that are materially adverse to the Lenders or the Lead Arrangers, without the prior consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Lenders and Lead Arrangers) and (iii) the Senior Secured Notes shall have been issued. (e) The Lead Arrangers shall have received (i) the Audited Financial Statements, (ii) the Unaudited Financial Statements and (iii) the Pro Forma Financial Statements; provided that the filing of the required financial statements on Form 10-K and Form 10-Q with the SEC within the required time periods by BKW or THI will constitute receipt by the Lead Arrangers of the Audited Financial Statements and the Unaudited Financial Statements. (f) Prior to or substantially simultaneously with the release of the Escrow Property to the Parent Borrower on the Closing Date, the Refinancing shall have been consummated. (g) (i) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date and (ii) the Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and upon such satisfaction warranty that is qualified as to “materiality,” “Material Adverse Effect” or waiver, this Agreement similar language shall be effective:true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (ah) this The Administrative Agent and the Lead Arrangers shall have received at least two (2) Business Days prior to the Closing Date all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (i) The Acknowledgement of the Notes Intercreditor Agreement shall have been duly executed and delivered by each Loan Party party thereto, substantially in the parties hereto; (b) form of Exhibit K, and shall be in full force and effect. For purposes of determining whether the VMTP Preferred Shares Closing Date has occurred, each Lender that has executed this Agreement shall be deemed to have a long-term issue credit rating consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be, unless such Lender has notified the Administrative Agent of “Aa1” from Moody’s and long-term issue credit rating any disagreement prior to the release of “AA” from Fitch the Escrow Property to the Parent Borrower on the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Conditions to Closing Date. It shall be a condition The obligations of (a) the Lenders to make Loans and (b) any L/C Issuer to issue Letters of Credit or increase the stated amounts of Letters of Credit hereunder on the terms provided herein are subject to the Closing Date that each satisfaction or waiver (in accordance with Section 10.01 hereof) of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) this Agreement The Administrative Agent’s receipt of the following, each of which shall have been duly be originals or facsimiles (followed promptly by delivery of originals to the Administrative Agent) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and delivered each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of the Guaranty by the parties heretoeach party thereto; (bii) a Note duly executed by the VMTP Preferred Shares shall have Borrower in favor of each Lender requesting a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on Note at least three Business Days prior to the Closing Date; (ciii) receipt a security agreement, in substantially the form of Exhibit G hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates and instruments representing the Pledged Equity and Pledged Debt referred to therein accompanied by undated stock powers or instruments of transfer executed in blank, (B) proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem reasonably necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a Perfection Certificate, in substantially the form of Exhibit N, duly executed by each of the Loan Parties, and (D) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Purchaser of opinion(s) of counsel for Perfection Certificate or that the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where Administrative Agent deems necessary or appropriate, none of trust and legal proceedings as which encumber the Purchaser may have requested relating Collateral covered or intended to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt be covered by the Purchaser of executed originals or copies of all Related Collateral Documents (other than this AgreementPermitted Liens); (iv) deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages and leasehold deeds of trust, in substantially the form of Exhibit O (with such changes as may be reasonably satisfactory to the Administrative Agent and its counsel to account for local law matters) and covering the properties listed on Schedule 6 to the Perfection Certificate (together with the fixture filings and Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Encumbrances, and that all filing, documentary, stamp, intangible and recording taxes and other fees in connection therewith have been paid, (B) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable, (1) American Land Title Association/American Congress on Surveying and Mapping form surveys or (2) to the extent surveys exist and the title insurer is willing to issue the applicable Mortgage Policies free of any exceptions for survey matters (in which case the appropriate Loan Party shall deliver such affidavits of no change or similar as required by the title insurer), updates thereof, in each case, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the day of the Initial Credit Extension, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the Fund property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Administrative Agent, (D) evidence of the insurance required by the terms of the Mortgages, (E) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and, if any such Mortgaged Property is located within a special flood hazard area as determined by the Federal Emergency Management Agency, copies of the appropriate Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Secured Parties; and (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages, subject only to Permitted Encumbrances, has been taken; (v) Intellectual Property Security Agreements, in form and substance reasonably satisfactory to the Administrative Agent, covering the items set forth on Schedule IV to the Security Agreement; (vi) [reserved]; (vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Guarantor is a party or is to be a party; (viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Guarantor (A) is duly organized or formed, including certified true and correct copies of the charter of each Guarantor, and each amendment thereto, as in effect on the Closing Date, and (B) is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (ix) a favorable opinion of Cravath, Swaine & ▇▇▇▇▇ LLP, special counsel to the Loan Parties, addressed to each Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (x) favorable opinions of local counsel for the Loan Parties in the jurisdictions set forth on Exhibit J, in each case in form and substance reasonably satisfactory to the Administrative Agent; (xi) a favorable opinion of general counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent; (xii) (A) unaudited consolidated financial statements of the Borrower and its subsidiaries for any interim quarterly period subsequent to March 31, 2014, that has ended at least 50 days prior to the Closing Date, and (B) forecasts prepared by management of the Borrower, each in customary form, of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the Closing Date and on an incumbency annual basis through the fifth anniversary of the Closing Date; (xiii) (A) a certificate attesting to the Solvency of the Loan Parties, on a consolidated basis, immediately before and immediately after giving effect to the Transactions, from the Chief Financial Officer of the Borrower and (B) a certificate attesting to the Solvency of ATK and its Subsidiaries, on a consolidated basis, immediately before and immediately after giving effect to the Transactions, from the Chief Financial Officer of ATK, in each case, in substantially the form of Exhibit I hereto; (xiv) a report supplementing Schedules 5.08(c) and 5.13 hereto, including an identification of (1) all owned real property acquired for $10,000,000 or more of the type described in Section 5.08(c) since the Execution Date (including the street address, county or other relevant jurisdiction, state, record owner, and purchase price thereof) and (2) a description of such other changes, if any, in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete; (xv) copies of (i) the Transaction Agreement, duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request and (ii) an opinion addressed to ATK from counsel to ATK, subject to customary assumptions and limitations, to the effect that the Spin-Off will qualify for the Intended Distribution Tax Treatment (as defined in the Transaction Agreement); and (xvi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.03(a) and (b) have been satisfied and (B) that since April 28, 2014, no fact, event, condition, change, occurrence or effect shall have occurred which has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that, each of the requirements set forth in clauses (iii) and (iv) above (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the UCC or customary “short form” intellectual property filings with the United States Patent and Trademark Office or the United States Copyright Office or (y) by the delivery of stock certificates of each direct or indirect Domestic Subsidiary of the Borrower that is a Material Subsidiary) shall not constitute conditions precedent to the Initial Credit Extension on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion). (b) Each of the Guarantors shall have provided the documentation and other information to the Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Act, with respect to the authorized signatories thereto;Guarantors, to the extent requested at least seven days prior to the Closing Date. (gc) receipt by The Borrower shall have paid, prior to the Fund Closing Date, (i) all fees and expenses (including the reasonable fees and expenses of executed originals or copies Shearman & Sterling LLP) required to be paid on the Closing Date pursuant to Section 2.09(b) hereof and (ii) all other fees and expenses required to be paid pursuant to Section 10.04(a) for which invoices shall have been presented to the Borrower at least three days prior to the Closing Date. (d) Since December 31, 2013, no Company Material Adverse Effect shall have occurred (it being understood that the Borrower’s business, results of all Related Documents operations, assets and financial condition as of December 31, 2013, shall be determined on the basis of information provided to the Administrative Agent prior to April 28, 2014). (other than this Agreemente) Immediately prior to which the Purchaser is a party, as in effect initial funding of the Facilities on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by Borrower shall have declared the Fund ATK Dividend and the Purchaser Spin-off shall have been consummated and substantially concurrently with the initial funding of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable Facilities on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by Date, the Fund Borrower will consummate the ATK Dividend and the Purchaser of an opinion of counsel of Merger, in each case in accordance with the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Transaction Agreement, without giving effect to any waiver or (ii) in which a final adverse decision would materially adversely affect provisions for amendment thereof or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration)consent thereunder, in each case, that is materially adverse to the interests of the Lenders, without the prior written consent of the Arrangers; provided that any material amendment to the definition of “Sporting Assets”, “Sporting Liabilities” or “Sporting Material Adverse Effect” shall be deemed to be materially adverse to the interests of the Lenders. (f) On the Closing Date, no default shall have occurred after and be continuing under the date Existing ATK Credit Agreement as a result of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; andTransactions. (ng) there After giving effect to the Transactions, the Borrower and its Subsidiaries shall not have more than $1,000,000 aggregate principal amount of outstanding debt for borrowed money other than Indebtedness under the Loan Documents. (h) After giving effect to the Transactions, the Borrower and its Subsidiaries shall have been delivered to available Liquidity of at least $100,000,000. Without limiting the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation generality of the purchase and sale provisions of the VMTP Preferred Shares pursuant to last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the foregoing conditions Administrative Agent shall have been satisfied or waivedreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Conditions to Closing Date. It This Agreement shall be a condition become effective upon receipt by the Lender of the following, in each case in form and substance acceptable to the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties heretoLender; (bi) this Agreement, duly executed by the VMTP Preferred Shares shall have a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on the Closing DateBorrower; (cii) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; Borrower, (gA) receipt by the Fund resolutions of executed originals its board of directors or copies of all Related Documents similar governing body, authorizing this Agreement and (other than this AgreementB) to which the Purchaser is a partyits signature and incumbency certificate; provided, as in effect on the Closing Date, and an incumbency certificate that with respect to clauses (A) and (B), such items may be in the authorized signatories thereto; (h) receipt by the Fund and the Purchaser form of the Information Statement an “authorization to obtain credit, grant security, guarantee or subordinate,” in form and substance satisfactory to the Fund and the PurchaserLender; (iiii) a certificate issued by an appropriate official of the Borrower’s jurisdiction of organization stating that the Borrower is in good standing in such jurisdiction; (iv) a copy of the DDS Agreement, along with the most recent amendment to such Agreement extending such Agreement through the Availability Period; (v) (A) a UCC search against the Borrower, showing no Liens against the Collateral and (B) such Uniform Commercial Code financing statements (appropriately completed) for filing in such jurisdictions as the Lender may reasonably request to evidence the Liens granted to Lender herein; (vi) an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (vii) ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, as counsel to the Lender, shall have received payment of its reasonable legal fees and expenses incurred in connection with the preparation, review, negotiation, execution and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance delivery of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this AgreementDocuments; and (nviii) there shall have been delivered such other approvals, opinions and documents as it may reasonably request and all legal matters incident to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation making of the purchase and sale of Loan shall be satisfactory to the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedLender.

Conditions to Closing Date. It shall be a condition to the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Preferred VRDP Shares Purchase Agreement, VRDP Shares Remarketing Agreement and the Tender and Paying Agent Agreement shall have been duly executed and delivered by the parties hereto or thereto; (c) the VRDP Shares shall have a long-term issue credit preferred share rating of “Aa1” Aa2 from Moody’s and long-term issue credit rating of “AA” ▇▇▇▇▇’▇ or AA from Fitch on the Closing Date; (cd) the Liquidity Provider shall have short-term debt ratings of P-1 from ▇▇▇▇▇’▇ and F1+ from Fitch; (e) receipt by the Purchaser Liquidity Provider of opinion(sexecuted originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of: the Articles Supplementary and the VRDP Shares; a true and complete copy of the Agreement and Declaration of Trust as in full force and effect on the Closing Date; the Offering Memorandum in form and substance reasonably satisfactory to the Liquidity Provider; and an incumbency certificate with respect to the authorized signatories thereto; (f) receipt by the Liquidity Provider of opinions of counsel for the Fund acceptable in a form reasonably satisfactory to the PurchaserLiquidity Provider; (dg) receipt by the Fund of opinions of counsel for the Liquidity Provider and the Remarketing Agent in a form reasonably satisfactory to the Fund and Liquidity Provider; (h) receipt by the Fund and the Liquidity Provider of opinions of counsel for the Tender and Paying Agent in a form reasonably satisfactory to the Fund and the Liquidity Provider; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VRDP Shares) payable to the Liquidity Provider on or prior to the Closing Date pursuant to this Agreement shall have been paid; and (j) there shall have been delivered to the Purchaser Liquidity Provider such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust organizational and legal proceedings as the Purchaser Liquidity Provider may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered . Such documents shall, in any event, include a certificate of the Fund, in form and substance satisfactory to the Fund such information Liquidity Provider and copies its counsel, executed by an executive officer of documentsthe Fund, approvals (if any) dated the Closing Date, to the effect that the all representations and records certified, where appropriate, of trust and legal proceedings as warranties made by the Fund may have requested relating to herein or in any of the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a partyparty shall be true and correct in all material respects with the same effect as though such representations and warranties had been made at and as of such time, unless such representations and the transactions contemplated hereby warranties expressly relate to a specific earlier date, in which case such representations and thereby; (f) receipt by the Purchaser warranties are true and correct in all material respects as of executed originals or copies of such earlier date, that all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) obligations payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund under this Agreement have been paid or satisfied as of such date and the Purchaser of an opinion of counsel of the Redemption that all actions required to be taken, all consents required to be obtained, and Paying Agent in the form and substance satisfactory all resolutions required to the Fund and the Purchaser; be adopted (k) except as disclosed in the Information Statement or in Schedule II hereto, there which resolutions shall not be any action, suit, proceeding or investigation pending or (attached to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administrationsuch certificate), in each casecase by the Fund under applicable law, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation done, obtained and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedadopted.

Conditions to Closing Date. It The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01): (a) The Administrative Agent’s (or, subject to the terms of the ABL Intercreditor Agreement, the First Lien Administrative Agent’s) receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a condition Responsible Officer of the signing Loan Party (other than in respect of (a)(v) below), each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and the Guaranty from each of the Loan Parties listed on the signature pages thereto; (ii) a Revolving Credit Note executed by the Borrowers in favor of each Lender that has requested a Revolving Credit Note at least five (5) Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise 113 (b) All fees and expenses required to be paid hereunder or pursuant to the Fee Letter, to the extent invoiced at least three (3) Business Days prior to the Closing Date that each of the following conditions shall have been satisfied paid in full in cash or waived as of such date, and upon such satisfaction or waiver, this Agreement shall will be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Preferred Shares shall have a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch paid on the Closing Date;. (c) receipt by The Lead Arrangers shall have received (i) the Purchaser of opinion(sAudited Financial Statements and (ii) of counsel for the Fund acceptable to the Purchaser;Unaudited Financial Statements. (d) there Prior to or substantially simultaneously with the Closing Date, the Refinancing shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby;consummated. (e) there The Administrative Agent and the Lead Arrangers shall have been delivered received at least three (3) Business Days prior to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date all documentation and pursuant other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to Section 2.03 hereof shall have been paid; (j) receipt the Closing Date by the Fund Administrative Agent and the Purchaser of an opinion of counsel of the Redemption Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Paying Agent in the form anti-money laundering rules and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial informationregulations, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and without limitation the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedUSA PATRIOT Act.

Conditions to Closing Date. It shall be a condition The obligation of the Lender to make the Loan on the Closing Date that each shall be subject to the satisfaction of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) The Lender’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed, and each in form and substance reasonably satisfactory to the Lender and its respective legal counsel: (i) counterparts of this Agreement shall have been Credit Agreement, sufficient in number for distribution to the Lender and the Borrower, duly executed and delivered by the parties heretoappropriate Loan Parties; (bii) the VMTP Preferred Shares shall have a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on Term Note duly executed by the Closing DateBorrower; (ciii) receipt a copy of the DIP Financing Order certified by the Purchaser clerk of opinion(s) of counsel for the Fund Bankruptcy Court, which Order shall be in the form and substance acceptable to the PurchaserLender and shall not have been reversed, amended, supplemented, modified, stayed or vacated; (div) there shall have been delivered to the Purchaser such information and copies certificates of documentsresolutions or other action, approvals (if any) and records certified, where appropriate, incumbency certificates and/or other certificates of trust and legal proceedings Responsible Officers of each Loan Party as the Purchaser Lender may have requested relating reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to the Fund’s entering into and performing act as a Responsible Officer in connection with this Credit Agreement and the other Related Loan Documents to which such Loan Party is a party or is to be a party; (v) a certificate of a Responsible Officer of each Loan Party either (A) listing all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and the transactions contemplated hereby such consents, licenses and therebyapprovals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (evi) there shall have been delivered such documents and certifications as the Lender may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Parties is validly existing and in good standing in its jurisdiction of organization; and (vii) a favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ and general counsel of ATA, counsel to the Fund such information and copies of documentsLoan Parties, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating addressed to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a partyLender, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory acceptable to the Fund Lender and its counsel. (b) The Court shall have entered an enforceable order approving the terms and conditions of the Commitment Letter, the Loan Documents and the Purchaser; Transactions (iincluding without limitation, (a) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to finding that the issuance Lender is making the Loan in “good faith” within the meaning of Section 364(e) of the VMTP Preferred SharesBankruptcy Code, (b) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j364(c)(3) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption Bankruptcy Code, authorizing and Paying Agent granting the security interests and liens upon certain property of the Borrower’s estate defined under Section 541 of the Bankruptcy Code and otherwise described above, and (c) pursuant to Section 364(c)(1) of the Bankruptcy Code, the granting of the superpriority status and liens referred to herein, and (d) the automatic perfection of all liens referred to herein, the payment of all fees referred to herein, the first priority line referred to herein), such order to be in the form and substance satisfactory to the Fund Lender in its sole discretion and which shall not have been reversed, modified, amended or stayed without the prior written consent of the Lender. Such order shall also (a) approve the Loan Parties’ waiver of any and all claims and causes of action against the Lender (and its respective affiliates) directly related to any Loan or the negotiation of the terms thereof, and (b) prohibit subsequent granting of liens or priority status superior to, or pari passu with, those provided in connection with the Obligations. (c) The Lender shall have received the Business Plan and since October 8, 2005 the Borrower and the Purchaser;other Loan Parties shall have operated their respective business in a manner substantially consistent therewith. (d) The Lender shall have received a Lien on substantially all of the Borrower’s and each of the other Loan Parties’ assets and be satisfied that all such Liens are valid and effective and will be perfected and subordinate only to the Lien securing the ATSB Secured Claim and granted to the ATSB Lender Parties pursuant to the ATSB Cash Use Order, and the Lien of Southwest granted under the Southwest DIP Facility. (e) The Lender shall have received consents, in form and substance satisfactory to the Lender, from ATSB and Southwest pursuant to which ATSB and Southwest consent to the Transactions. (f) The Debtors shall have filed with the Bankruptcy Court the Amended Reorganization Plan and Disclosure Statement in connection therewith, and the Bankruptcy Court shall have entered the Approval Order. (g) United States Department of Transportation shall have advised the Lender and the Loan Parties, in writing, that the transactions contemplated by the Commitment Letter are not inconsistent with applicable law and rules and United States Department of Transportation’s practice. (h) All waiting periods imposed by applicable Law (including in particular, 49 USC 41720) in connection with the filing of the Codeshare Agreement shall have expired or been terminated without any action having been taken by any court of competent jurisdiction restraining, preventing or imposing materially adverse conditions upon such transactions. (i) The Lender shall have received an executed copy of the Codeshare Agreement and the related documentation. The Court shall have entered an enforceable order approving the terms and conditions of the Codeshare Agreement. (j) No Material Adverse Change shall have occurred. (k) except as disclosed No Event of Default or Default shall have occurred and be continuing or would result from the making of the Loan requested to be made on the Closing Date. (l) All of the representations and warranties contained herein and in the Information Statement other Loan Documents shall be true and complete in all material respects on and as of the Closing Date, both before and immediately after giving effect to the making of the Loan, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (m) There shall have been paid to the Lender all fees and expenses (including the reasonable legal fees of counsel to the Lender) payable to the Lender pursuant to the Commitment Letter for which an invoice has been submitted to the Borrower. (n) The Borrower and the other Loan Parties shall have received all material consents and authorizations required pursuant to any material Contractual Obligation with any other Person and shall have obtained all material permits of, and effected all notices to and filings with, any Governmental Authority as may be necessary to allow the Borrower lawfully (A) to execute, deliver and perform, in all material respects, their respective obligations hereunder, under the other Loan Documents to which each of them is, or shall be, a party and under each other agreement or instrument to be executed and delivered by each of them pursuant thereto or in Schedule II heretoconnection therewith, there (B) to consummate the Transactions and (C) to create and perfect the Liens on the Collateral in the manner and for the purpose contemplated by the Loan Documents. (o) The Closing Date shall have occurred on or before December 30, 2005. (p) No law, regulation, order, judgment, injunction, stay or decree of any Governmental Authority shall exist, and the Lender shall not be have received any notice that any action, suit, investigation, litigation or proceeding or investigation is pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which arbitrator or Governmental Authority which, in the good faith judgment reasonable determination of the party invoking this conditionLender, (i) is purports to enjoin, prohibit, restrain or otherwise affect (A) the ability of the Borrower or any other Loan Party to perform their respective obligations hereunder and under each Loan Document in any way contesting ormaterial respect, if decided adversely, would affect (B) the validity making of any the Loan on the Closing Date or (C) the consummation of the transactions contemplated hereby or contemplated under the other Related Document to which the Fund is a party or this Agreement, Loan Documents or (ii) would be reasonably expected to result in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares;Material Adverse Change. (lq) receipt by The ATSB Lenders shall have entered into an agreement, the Purchaser terms and conditions of copies of all ISDA documentation which shall be satisfactory to the Lender, pursuant to which the Fund is a party including all trade confirmations and credit support annexes; (m) ATSB Lender Parties agree that the ATSB Secured Claim shall be restructured on the Effective Date as provided in the good faith judgment of ATSB Term Sheet, and any matters which are unresolved in the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there ATSB Term Sheet shall have been delivered resolved to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation satisfaction of the purchase Lender. (r) The Lender shall be reasonably satisfied with all motions, orders, and sale of other pleadings or related documents to be filed or submitted to the VMTP Preferred Shares pursuant Bankruptcy Court in connection with the Transactions. (s) The Gate Restructuring Term Sheet shall be in form and substance satisfactory to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedLender.

Conditions to Closing Date. It shall be a condition to The effectiveness of this Agreement on the Closing Date that each is subject to satisfaction of the following conditions shall have been satisfied or waived precedent, except as of such date, otherwise agreed between the Borrower and upon such satisfaction or waiver, this Agreement shall be effectivethe Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of HWHI, HGVI or the signing Loan Party, as applicable, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement and any Notes requested by a Lender prior to the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01C required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank (or confirmation in lieu thereof that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); and (B) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been duly executed and delivered by taken, completed or otherwise provided for in a manner reasonably satisfactory to the parties heretoAdministrative Agent; (biv) evidence of all insurance required to be maintained pursuant to Section 6.07, and evidence that the VMTP Preferred Shares Administrative Agent shall have been named as an additional insured or loss payee, as applicable, on all insurance policies covering loss or damage to Collateral and on all liability insurance policies as to which the Administrative Agent has reasonably requested to be so named; (v) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of HWHI, HGVI and each Loan Party, certificates or memorandums and articles of incorporation, certificates of limited partnership or certificates of formation, including all amendments thereto, of HWHI, HGVI and each Loan Party, certified (as of a long-term issue credit rating recent date), if applicable, by the Secretary of “Aa1” from Moody’s State (or other similar official) of the jurisdiction of its organization or incorporation, as the case may be, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of HWHI, HGVI and long-term issue credit rating each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of “AA” from Fitch each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which HWHI, HGVI or such Loan Party is a party or is to be a party on the Closing Date; (cvi) receipt by an opinion from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to HWHI, HGVI and the Purchaser of opinion(s) of Loan Parties and opinion from Holley, Driggs, ▇▇▇▇▇, Fine, ▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Nevada counsel for to HGVI and the Fund acceptable to the PurchaserLoan Parties; (dvii) there shall have been delivered a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Purchaser such information and copies of documents, approvals (if anySpin-Off Transaction) and records certified, where appropriate, of trust and legal proceedings substantially in the form attached hereto as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and therebyExhibit E-2; (eviii) there shall have been delivered to a certificate, dated the Fund such information Closing Date and copies signed by a Responsible Officer of documentsthe Borrower, approvals (if anyconfirming satisfaction of the conditions set forth in Section 4.02(i) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby;(ii); and (fix) receipt the Perfection Certificate, duly completed and executed by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto;Loan Parties. (gb) receipt by the Fund of executed originals or copies of The Closing Fees and all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related due to the issuance of the VMTP Preferred Shares) payable Lead Arrangers and their Affiliates required to be paid on the Closing Date and pursuant to Section 2.03 hereof (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid;paid from the proceeds of the initial funding under the Facilities. (jc) receipt Prior to or substantially simultaneously with the initial Credit Extensions, the sale of the Senior Unsecured Notes as contemplated by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there Senior Unsecured Notes Offering Memorandum shall have been delivered consummated in an aggregate principal amount of $300,000,000. (d) The Lead Arrangers shall have received the Audited Financial Statements and the Unaudited Financial Statements. (e) The Ownership Capitalization shall have occurred, and HGVI shall be a wholly owned direct subsidiary of Hilton Worldwide Holdings Inc. (f) The Administrative Agent shall have received at least 3 days prior to the Purchaser any additional Closing Date all documentation and financial informationother information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including satisfactory responses the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 days prior to its due diligence inquiries, as it reasonably deems relevantthe Closing Date. The Fund and Without limiting the Purchaser agree that consummation generality of the purchase and sale provisions of Section 9.03(b), for purposes of determining compliance with the VMTP Preferred Shares pursuant to conditions specified in this Section 4.01, each Lender that has signed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the foregoing conditions Administrative Agent shall have been satisfied or waivedreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing Date. It The Closing Date shall be a condition occur, and the Revolving Loan Commitment of each Lender shall become effective, subject to the Closing Date that each satisfaction of the following conditions shall have been satisfied or precedent, each to the satisfaction of Agent and Lenders and their respective counsel in their sole discretion (unless waived as of such date, by Agent and upon such satisfaction or waiver, this Agreement shall be effective:Lenders): (a) this Agreement shall have been duly executed and delivered evidence of the consummation of the transactions (other than the funding of the Loan) contemplated by the parties heretoFinancing Documents including, without limitation, the funding of any and all investments contemplated by the Financing Documents; (b) evidence of the VMTP Preferred Shares shall have a long-term issue credit rating consummation of “Aa1” from Moody’s and long-term issue credit rating the transactions contemplated by the APA (except with respect to payment of “AA” from Fitch that portion of Initial Purchase Price to be funded by Loans to be made on the Closing Date); (c) receipt by the Purchaser payment of opinion(s) of counsel for the Fund acceptable to the Purchaserall fees, expenses and other amounts due and payable under each Financing Document; (d) there the Agent shall have been delivered received a copy of the Business Plan for the current fiscal year (with quarterly figures), in form and substance satisfactory to Agent; (e) completion of the Agent’s business, legal and collateral due diligence, including, but not limited to, a collateral audit and a review of the Credit Parties’ books and records, the results of which are satisfactory to Agent; (f) the Credit Parties shall have furnished the Agent with (i) a summary of all existing insurance coverage, (ii) evidence acceptable to the Purchaser such information Agent that the insurance policies required by Section 4.4 have been obtained and copies are in full force and effect, and (iii) certificates of documentsinsurance (accompanied by endorsements) with respect to all existing insurance coverage which certificates and endorsements shall name the Agent as additional insured and/or loss payee and shall evidence the Credit Parties’ compliance with Section 4.4; (g) the Agent shall have received evidence satisfactory to it that (i) each Credit Party has sufficient right, approvals (if any) title and records certified, where appropriate, of trust interest in and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into Collateral and performing this Agreement other assets which it purports to own (including appropriate licenses under copyright), as set forth in the documents and other materials presented to the other Related Documents Lenders, to enable the applicable Credit Party to perform under the Distribution Agreements to which it is a party, and as to each Credit Party, to grant to the transactions Agent the security interests contemplated hereby by the Financing Documents and thereby(ii) all financing statements, copyright filings and other filings under applicable Law necessary to provide the Agent with a perfected Lien in the Collateral have been filed or delivered to the Agent in satisfactory form for filing; (eh) there the Agent shall have been delivered to the Fund such information and copies received a copy of documents, approvals (if anyeach agreement listed on Schedule 3.17(a) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and therebyhereto; (fi) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, no change or development shall have occurred and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof no new information shall have been paidreceived or discovered by the Agent or the Lenders since December 31, 2020, that either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; (j) receipt the Agent shall have received all documentation and other information about the Credit Parties that is reasonably requested by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Administrative Agent in the form and substance satisfactory at least ten days prior to the Fund Closing Date as required by bank regulatory authorities under applicable “know-your-customer” and the Purchaseranti-money laundering rules and regulations; (k) except the Agent shall have received each other agreement, document and instrument set forth on the closing checklist attached hereto as disclosed in the Information Statement Schedule 7.1 that are required to be delivered on or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (prior to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares;Closing Date; and (l) receipt by the Purchaser Agent shall have received the results of copies Lien searches (including a search as to judgments, bankruptcy, tax and intellectual property matters) satisfactory to it indicating that no other filings, encumbrances or transfers (other than in connection with Permitted Liens) with regard to the Collateral are of all ISDA documentation record in any jurisdiction in which it shall be necessary or desirable for the Agent to which make a filing in order to provide the Fund is Agent (for the benefit of the Secured Parties) with a party including all trade confirmations and credit support annexes; perfected first priority security interest (msubject, as to priority, to Specified Permitted Liens) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedCollateral.

Conditions to Closing Date. It shall be a condition to the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Preferred VRDP Shares Purchase Agreement shall have been duly executed and delivered by the parties hereto or thereto; (c) the VRDP Shares shall have a long-term issue credit preferred share rating of “Aa1” Aaa from Moody’s and long-term issue credit rating of “AA” ▇▇▇▇▇’▇ or AAA from Fitch on the Closing Date; (cd) the Liquidity Provider shall have short-term debt ratings of P-1 from ▇▇▇▇▇’▇ and F1 from Fitch; (e) 100% of the VRDP Shares being offered pursuant to the Information Statement have been purchased by investors that are not affiliates of the Trust or the Investment Adviser; (f) receipt by the Purchaser Liquidity Provider of opinion(sexecuted originals, or copies certified by a duly authorized officer of the Trust to be in full force and effect and not otherwise amended, of: the Statement of Preferences, the VRDP Shares, the Placement Agreement, the VRDP Shares Purchase Agreement, the VRDP Shares Remarketing Agreement and the Tender and Paying Agent Agreement, in the forms attached hereto as Exhibit E; a true and complete copy of the Charter as in full force and effect on the Closing Date; the Information Statement in form and substance reasonably satisfactory to the Liquidity Provider, as in effect on the Closing Date; and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Liquidity Provider of opinions of counsel for the Fund acceptable Trust and, with respect to the PurchaserFee Agreement, of counsel for the Investment Adviser, in the form of Exhibit A; (dh) receipt by the Trust of opinions of counsel for the Liquidity Provider and the Remarketing Agent, in the form of Exhibit B; (i) receipt by the Trust and the Liquidity Provider of opinions of counsel for the Tender and Paying Agent in the form of Exhibit C; (j) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VRDP Shares) payable to the Liquidity Provider on or prior to the Closing Date pursuant to this Agreement shall have been paid; and (k) there shall have been delivered to the Purchaser Liquidity Provider such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust organizational and legal proceedings as the Purchaser Liquidity Provider may have requested relating to the FundTrust’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered . Such documents shall, in any event, include a certificate of the Trust, in form and substance satisfactory to the Fund such information Liquidity Provider and copies its counsel, executed by an executive officer of documentsthe Trust, approvals (if any) and records certifieddated the Closing Date, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into effect that the all representations and performing this Agreement and warranties made by the other Trust herein or in any of the Related Documents to which it is a partyparty shall be true and correct in all material respects with the same effect as though such representations and warranties had been made at and as of such time, unless such representations and the transactions contemplated hereby warranties expressly relate to a specific earlier date, in which case such representations and thereby; (f) receipt by the Purchaser warranties are true and correct in all material respects as of executed originals or copies of such earlier date, that all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to obligations payable by the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall Trust under this Agreement have been paid; paid or satisfied as of such date and that all actions required to be taken, all consents required to be obtained, and all resolutions required to be adopted (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory which resolutions shall be attached to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administrationsuch certificate), in each casecase by the Trust under applicable law, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation done, obtained and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedadopted.

Conditions to Closing Date. It The completion of the Closing shall be a condition to the Closing Date that conditional on each of the following conditions shall have (“Conditions Precedent”) having been satisfied fulfilled to the satisfaction of the Purchaser or waived as waived, at the sole discretion of such date, the Purchaser on the Closing Date and upon such satisfaction or waiver, in no event later than the Long Stop Date in accordance with this Agreement shall be effective:Agreement:‌ (a) The Board shall have passed a resolution in accordance with the Articles for approving the execution of this Agreement and the DOA (defined below) by the Company and shall have been duly executed and delivered by to the parties heretoPurchaser, certified true copy of such resolution; (b) The Company and each of the VMTP Preferred Shares Sellers shall have obtained all authorizations, approvals, permits, consents and waivers, necessary or appropriate, from the existing shareholders or as required from any other party and/or authority for consummation of the transactions contemplated in this Agreement, including passing of a long-term issue credit rating board resolution for approving the execution of “Aa1” from Moody’s this Agreement, whether under Applicable Law, contract or otherwise and long-term issue credit rating of “AA” from Fitch on shall have provided the Closing DatePurchaser with satisfactory evidence thereof; (c) receipt The Company shall have issued and allotted the shares pursuant to exercise of ESOP by the Purchaser employees having certain options; (d) The Company shall have obtained a valuation certificate issued by a SEBI authorized Category I Merchant Banker, indicating the valuation of opinion(s) the Sale Shares of counsel for the Fund acceptable Company, arrived at as per any internationally accepted valuation methods on an arm’s length basis, and provide such valuation certificate to the Purchaser; (de) there shall have been delivered to Each of the Purchaser such information and Sellers having shared scanned copies of documents, approvals the original share certificate(s) in respect of the relevant portion of the Sale Shares (if any“Share Certificate(s)”) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to with the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by The drafts of the share transfer forms (in Form SH-4, as set out in the Companies (Share Capital and Debentures) Rules, 2014) for the transfer of the Sale Shares to the Purchaser of executed originals or copies of all Related Documents to be finalized (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect agreed form acceptable to the authorized signatories theretoPurchaser) and shared with the Purchaser; (g) receipt by Each of the Fund Sellers having obtained a report/ certificate from a reputed chartered accountant to confirm that there are no pending tax proceedings or any outstanding tax demand against such Seller which could render the transfer of executed originals or copies Sale Shares as null and void in terms of all Related Documents (other than this Agreement) to which Section 281 of the Purchaser is a partyIncome-tax Act, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto1961; (h) receipt The Company shall have provided to the Purchaser and the Seller all information in respect of the Company and all documents that may be required by the Fund and Seller in relation to making any filing with a Governmental Authority for the Purchaser transfer of the Information Statement in form and substance satisfactory Sale Shares from the Sellers to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related The deed of adherence to the issuance of the VMTP Preferred Shares) payable Existing SHA (“DOA”), to be entered into on the Closing Date between the Purchaser (in its capacity as an acceding party), the Sellers and pursuant the Company, being in agreed form acceptable to Section 2.03 hereof shall have been paidthe Parties herein; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the PurchaserNo Material Adverse Effect shall have occurred; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge The representations and warranties of the Fund) overtly threatened Sellers contained in writing against the Fund in any court or before any governmental authority which in the good faith judgment Clause 5 of the party invoking this conditionAgreement and Schedule II, (i) is in any way contesting orrespectively, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends shall be true and accurate on the VMTP Preferred Shares;Execution Date and the Closing Date; and (l) receipt by All the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) conditions precedent set-out in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there Other Share Purchase Agreement shall have been delivered duly completed or waived (in compliance with the terms thereof) to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation satisfaction of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedPurchaser.

Conditions to Closing Date. It The closing shall be a condition deemed to be held at the office of the Administrative Agent, and on the date of execution of this Agreement, the Company shall deliver to the Closing Date that each Administrative Agent for the benefit of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveLenders: (a) an executed copy of this Agreement shall have been duly executed and delivered by the parties heretoAgreement; (b) a certificate signed by any Authorized Officer or Secretary or Assistant Secretary of the VMTP Preferred Shares shall have a long-term issue credit rating Company stating that as of “Aa1” from Moody’s the Closing Date no Default exists and long-term issue credit rating of “AA” from Fitch that the representations and warranties contained in Article V are true and correct on the Closing DateDate (except with respect to those representations and warranties made as of a specific date, which representations and warranties shall be true and correct in all material respects as of such date); (c) receipt a copy of the Certificate of Incorporation of the Company, together with all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, and a certificate of good standing, certified on or within ten Business Days prior to the date hereof by the Purchaser Secretary of opinion(s) State of counsel for the Fund acceptable to the PurchaserDelaware; (d) there shall have been delivered to copies, certified by any Authorized Officer or the Purchaser such information and copies Secretary or Assistant Secretary of documents, approvals (if any) and records certified, where appropriatethe Company, of trust its By-Laws and legal proceedings as its Board of Directors’ Resolutions, authorizing the Purchaser may have requested relating to execution, delivery and performance of the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and therebyLoan Documents; (e) there an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Company, which shall have been delivered identify by name and title and bear the signature of the officers of the Company authorized to sign the Fund such information Loan Documents and copies of to sign any other documents, approvals (if any) letters of credit, reports and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing notices in connection with this Agreement and to make borrowings hereunder (on which the other Related Documents Lenders shall be entitled to which it is a party, and rely until informed of any change in writing by the transactions contemplated hereby and therebyCompany); (f) receipt by a written opinion of the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a partyCompany’s counsel, as in effect on the Closing Date▇▇▇▇▇ Day, and an incumbency certificate with respect addressed to the authorized signatories theretoAdministrative Agent and the Lenders, in the form of Exhibit D; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a partyNotes for those Lenders, as in effect on the Closing Dateif any, and an incumbency certificate with respect that have requested Notes at least two Business Days prior to the authorized signatories thereto;date hereof; and (h) receipt satisfactory evidence that those fees invoiced by and due to the Fund Administrative Agent and the Purchaser Lenders on the date the Company executes this Agreement have been paid in full or shall be paid substantially concurrently with closing. Without limiting the generality of the Information Statement provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in form and substance satisfactory this Section 4.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder unless the Administrative Agent shall have received notice from such Lender prior to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the proposed Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to specifying its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedobjection thereto.

Conditions to Closing Date. It shall be a condition The obligation of each Lender to the Closing Date that each execute and deliver this Agreement, and to make its respective Commitments hereunder, is subject to satisfaction or waiver (in accordance with Section 10.01) of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Administrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Company and its Subsidiaries, giving effect to the Transaction): (i) executed counterparts of (A) this Agreement and (B) a Guaranty from Holdings; (ii) executed counterparts of an escrow agreement, in the form attached as Exhibit L hereto, dated on or prior to the Closing Date, made among Merger Sub, the Administrative Agent and the institution party thereto as escrow agent (the “Escrow Agreement”); (iii) the Security Agreement, duly executed by Merger Sub and Holdings, together with (subject to the last paragraph of this Section 4.01): (A) certificates representing the Pledged Interests in Merger Sub referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens against Merger Sub and Holdings created under the Security Agreement, covering the Collateral described in the Security Agreement, and (C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, receipt of duly executed and delivered by the parties heretopayoff letters, customary lien searches, UCC-3 termination statements); (biv) the VMTP Preferred Shares shall have a long-term issue credit rating Intellectual Property Security Agreement, duly executed by Merger Sub and Holdings, together with (subject to the last paragraph of “Aa1” from Moody’s this Section 4.01) evidence that all action that the Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and long-term issue credit rating of “AA” from Fitch on protect the Closing DateLiens created under the Intellectual Property Security Agreement has been taken; (cv) receipt by the Purchaser such customary certificates of opinion(s) resolutions or other action, incumbency certificates and/or other certificates of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information Responsible Officers of Merger Sub and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings Holdings as the Purchaser Administrative Agent may have requested relating require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to the Fund’s entering into and performing act as a Responsible Officer in connection with this Agreement and the other Related Loan Documents to which it each of Merger Sub and Holdings is a party or is to be a party; (vi) such documents and certifications (including, without limitation, Organizational Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each of Merger Sub and Holdings is duly organized or formed, and that each of Merger Sub and Holdings is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the transactions contemplated hereby conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; and (vii) an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Merger Sub and thereby;Holdings, addressed to each Secured Party, in form and substance reasonably satisfactory to the Administrative Agent. (b) Since December 31, 2009, through and including the Closing Date, no Company Material Adverse Effect shall have occurred. (c) The Maximum Ticking Fee Amount shall have been funded into an escrow account, in accordance with Section 2.09(b). (d) Holdings, the Borrower and the Company shall have provided the documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Lenders in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) days prior to the Closing Date. (e) there All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (subject to Liens permitted under Section 7.01) in the Collateral shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration)taken, in each case, shall have occurred after to the date extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Agreement, which will materially and adversely affect Section 4.01. Without limiting the consummation generality of the transaction contemplated by provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial informationSection 4.01, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree each Lender that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to has signed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the foregoing conditions Administrative Agent shall have been satisfied or waivedreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing Date. It The release of the Escrow Property to the Parent Borrower on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of the Guaranty from each of the parties listed on the signature pages hereto and thereto; (ii) a Note executed by the Borrowers in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (C) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent has been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; provided that if, notwithstanding the Parent Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the Equity Interests of (i) the Parent Borrower and (ii) each direct Wholly-Owned Subsidiary of the Parent Borrower that is organized in the United States or Canada (provided that such Equity Interests are not Excluded Equity and, in the case of THI and its subsidiaries, solely to the extent received by the Parent Borrower after use of commercially reasonable efforts) and (c) delivery of Uniform Commercial Code financing statements and/or PPSA registration statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code or PPSA, as applicable) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the Escrow Property to the Parent Borrower on the Closing Date that (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12); (iv) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (v) an opinion from each of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New York counsel to the following conditions Loan Parties, (B) Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Canadian counsel to the Loan Parties, (C) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, British Columbia counsel to the Loan Parties and (D) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Florida counsel to the Loan Parties; (vi) a certificate signed by a Responsible Officer of the Borrower certifying that (A) between December 29, 2013 and August 26, 2014, there has not been any fact, circumstance, change, effect, event or occurrence that has had or would reasonably be expected to have a Company Material Adverse Effect, (B) since August 26, 2014, no fact, circumstance, change, effect, event or occurrence has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (C) the condition set forth in clause (f)(ii) below is satisfied; (b) a certificate attesting to the Solvency of the Parent Borrower and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the -129- Transaction, from the Parent Borrower’s chief financial officer or other officer with equivalent duties; (i) if any Credit Extension is being made on the Closing Date, a Committed Loan Notice or Letter of Credit Application, as applicable, relating to such Credit Extension; and (ii) if available in the relevant jurisdiction, good standing certificates or certificates of status, as applicable and bring down telegrams or facsimiles, for each Loan Party. (c) All fees and expenses required to be paid hereunder or pursuant to the Fee Letter, to the extent invoiced at least three (3) Business Days prior to the Closing Date shall have been satisfied paid in full in cash or waived will be paid on the Closing Date out of the proceeds of the Escrow Property released to the Parent Borrower on the Closing Date. (d) Prior to or substantially simultaneously with the release of the Escrow Property to the Parent Borrower on the Closing Date, (i) the Equity Contribution shall have been consummated, (ii) the Acquisition shall be consummated in all material respects in accordance with the terms of the Acquisition Agreement, without giving effect to any amendments, consents or waivers of the Acquisition Agreement by the Parent Borrower that are materially adverse to the Lenders or the Lead Arrangers, without the prior consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Lenders and Lead Arrangers) and (iii) the Senior Secured Notes shall have been issued. (e) The Lead Arrangers shall have received (i) the Audited Financial Statements, (ii) the Unaudited Financial Statements and (iii) the Pro Forma Financial Statements; provided that the filing of the required financial statements on Form 10-K and Form 10-Q with the SEC within the required time periods by BKW or THI will constitute receipt by the Lead Arrangers of the Audited Financial Statements and the Unaudited Financial Statements. (f) Prior to or substantially simultaneously with the release of the Escrow Property to the Parent Borrower on the Closing Date, the Refinancing shall have been consummated. (g) (i) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date and (ii) the Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and upon such satisfaction warranty that is qualified as to “materiality,” “Material Adverse Effect” or waiver, this Agreement similar language shall be effective:true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (ah) this The Administrative Agent and the Lead Arrangers shall have received at least two (2) Business Days prior to the Closing Date all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (i) The Acknowledgement of the Notes Intercreditor Agreement shall have been duly executed and delivered by each Loan Party party thereto, substantially in the parties hereto; (b) form of Exhibit K, and shall be in full force and effect. For purposes of determining whether the VMTP Preferred Shares Closing Date has occurred, each Lender that has executed this Agreement shall be deemed to have a long-term issue credit rating consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be, unless such Lender has notified the Administrative Agent of “Aa1” from Moody’s and long-term issue credit rating any disagreement prior to the release of “AA” from Fitch the Escrow Property to the Parent Borrower on the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Conditions to Closing Date. It shall be The obligation of each Lender to make a condition Loan hereunder is subject to receipt of the request therefor in accordance herewith and to the Closing Date that satisfaction of, in each of case on or before the Certain Funds Termination Date, the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveconditions: (a) this Agreement The Effective Date shall have been duly executed and delivered by the parties hereto;occurred. (b) the VMTP Preferred Shares Specified Representations shall have a long-term issue credit rating be true and correct in all material respects on and as of “Aa1” from Moody’s and long-term issue credit rating the date of “AA” from Fitch on the Closing Date;; provided, that (A) in the case of any Specified Representation that specifically refers to a given date or period, such Specified Representation shall be true and correct in all material respects as of such date or for such period and (B) if any Specified Representation is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, such Specified Representation shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates or for such respective periods. (c) receipt by At the Purchaser time of opinion(s) and immediately after giving effect to such Loan, no Specified Event of counsel for the Fund acceptable to the Purchaser;Default shall have occurred and be continuing. (d) there All costs, expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents, or otherwise agreed by the Company with the Arrangers in connection with the Loan Documents, to be reimbursable or payable by or on behalf of the Company to the Arrangers (or Affiliates thereof), the Administrative Agent or the Lenders shall have been delivered paid on or prior to the Purchaser such information and copies of documentsClosing Date, approvals (if any) and records certified#96405961v16 in each case, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into extent required to be paid on or prior to the Closing Date and, in the case of costs and performing this Agreement and expenses, invoiced at least two Business Days prior to the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby;Closing Date. (e) there The Trout Acquisition shall have been delivered (or, substantially concurrently with the Loan, shall be) consummated in all material respects in accordance with the terms of the Trout Acquisition Agreement, as may from time to time be amended, restated, amended and restated, supplemented or otherwise modified; provided that the Trout Acquisition Agreement shall not have been amended or modified in any respect, or any provision or condition therein waived, or any consent granted thereunder (directly or indirectly), by the Company or any of its subsidiaries, if such amendment, modification, waiver or consent would be material and adverse to the Fund interests of the Lenders or the Arrangers (in their capacities as such) without the Arrangers’ prior written consent (such information consent not to be unreasonably withheld, delayed or conditioned), it being understood and copies agreed that (a) any reduction to the purchase price, when taken together with all prior reductions after December 11, 2022, of documents, approvals less than 10% in the original consideration for the Trout Acquisition will be deemed not to be (if anyand any such reduction of 10% or more will be deemed to be) material and adverse to the interests of the Lenders or the Arrangers (it being agreed that the Bank Repayment Amount (as defined in the Trout Acquisition Agreement) and records certified, where appropriate, of trust and legal proceedings the Notified Leakage Amount (as defined in the Fund may have requested relating Trout Acquisition Agreement) do not constitute a decrease to the Purchaser’s entering into purchase price), provided, in the case of any such reduction of less than 10%, that the aggregate principal amount of the Bridge Facility shall (to the extent such reduction is with respect to the cash consideration) have been reduced on a dollar-for-dollar basis and performing this Agreement (b) any increase to the purchase price in respect of the Trout Acquisition (it being agreed that the Additional Consideration (as defined in the Trout Acquisition Agreement) and the other Related Documents Pre-Closing Collected Outstanding Receivables (as defined in the Trout Acquisition Agreement) do not constitute an increase to which it the purchase price) will be deemed not to be material and adverse to interests of the Lenders, so long as, when taken together with all prior increases, either (i) such increase is a partyof less than 10% of the original consideration for the Trout Acquisition or (ii) in the event of any increase of 10% or more, and such increase in excess of 10% is funded with common equity of the transactions contemplated hereby and thereby;Company. (f) receipt by The Administrative Agent (or its counsel) shall have received a certificate in substantially the Purchaser form of executed originals Exhibit H from the chief financial officer (or copies an Authorized Officer with reasonably equivalent responsibilities) of all Related Documents the Company dated as of the Closing Date and certifying as to the matters set forth therein. (other than this Agreementg) The Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of the Company, prepared in accordance with U.S. GAAP, for the three most recent fiscal years that shall have been completed at least 60 days prior to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate (b) unaudited condensed consolidated balance sheets and related condensed consolidated statements of income, comprehensive income, and cash flows of the Company, prepared in accordance with U.S. GAAP, for each fiscal quarter (other than the fourth fiscal quarter) ended after the date of the most recent balance sheet delivered pursuant to clause (a) above and at least 40 days prior to the Closing Date. The financial statements delivered in respect of each of clauses (a) through (b) shall be prepared in a form consistent with the requirements of Regulation S-X. The Administrative Agent hereby acknowledges that the Company’s public filing with the SEC of any required financial statements will satisfy the applicable requirements of this paragraph, provided that a subsequent Form 8-K, Item 4.02 has not been filed with respect to the authorized signatories thereto; (g) receipt by financial statements included therein. It is understood and agreed that the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect Administrative Agent has received prior to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; date hereof (i) the reasonable fees audited consolidated balance sheets and expenses related consolidated statements of income, comprehensive income, stockholders’ equity and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance cash #96405961v16 flows of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel Company, prepared in accordance with GAAP, for each of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge fiscal years of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this conditionCompany ended December 31, (i) is in any way contesting or2021, if decided adverselyDecember 31, would affect the validity of any other Related Document to which the Fund is a party or this Agreement2020, or and December 31, 2019, and (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment unaudited consolidated balance sheets and related consolidated statements of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations income and credit support annexes; (m) in the good faith judgment comprehensive income, shareholders’ equity and cash flows of the party invoking this condition no change Company, prepared in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after accordance with GAAP for the date of this Agreement, which will materially and adversely affect the consummation fiscal quarter of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial informationCompany ended September 30, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived2022.

Conditions to Closing Date. It shall be a condition to the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto;; and (b) the VMTP Preferred VRDP Shares Purchase Agreement, VRDP Shares Remarketing Agreement and the Tender and Paying Agent Agreement shall have been duly executed and delivered by the parties hereto or thereto; (c) the VRDP Shares shall have a long-term issue credit preferred share rating of “Aa1” Aa3 from Moody’s ▇▇▇▇▇’▇ or AAA from Fitch and longa short-term issue credit preferred share rating of “AA” A-1+ from S&P or F1+ from Fitch on the Closing Date; (cd) the Liquidity Provider shall have short-term debt ratings of P-1 from ▇▇▇▇▇’▇, F1+ from Fitch and A-1+ from S&P; (e) receipt by the Purchaser Liquidity Provider of opinion(sexecuted originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of: the Statement and the VRDP Shares; a true and complete copy of the Charter as in full force and effect on the Closing Date; and an incumbency certificate with respect to the authorized signatories thereto; and the Offering Memorandum in form and substance reasonably satisfactory to the Liquidity Provider, as in effect on the Closing Date; (f) receipt by the Liquidity Provider of opinions of counsel for the Fund acceptable in form reasonably satisfactory to the PurchaserLiquidity Provider; (dg) receipt by the Fund of opinions of counsel for the Liquidity Provider and the Remarketing Agent in form reasonably satisfactory to the Fund; (h) receipt by the Fund and the Liquidity Provider of opinions of counsel for the Tender and Paying Agent in form reasonably satisfactory to the Fund and Liquidity Provider; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the execution and delivery of the Related Documents) payable to the Liquidity Provider on or prior to the Closing Date pursuant to this Agreement shall have been paid subject to the Liquidity Provider’s agreement to bear certain costs pursuant to Section 8.03(a) of this Agreement; and (j) there shall have been delivered to the Purchaser Liquidity Provider such publicly available information and copies of documents, approvals (if any) and records certified, where appropriate, of trust organizational and legal proceedings as the Purchaser Liquidity Provider may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered . Such documents shall, in any event, include a certificate of the Fund, in form and substance satisfactory to the Fund such information Liquidity Provider and copies its counsel, executed by an executive officer of documentsthe Fund, approvals (if any) dated the Closing Date, to the effect that the all representations and records certified, where appropriate, of trust and legal proceedings as warranties made by the Fund may have requested relating to herein or in any of the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a partyparty shall be true and correct in all material respects with the same effect as though such representations and warranties had been made at and as of such time, unless such representations and the transactions contemplated hereby warranties expressly relate to a specific earlier date, in which case such representations and thereby; (f) receipt by the Purchaser warranties are true and correct in all material respects as of executed originals or copies of such earlier date, that all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) obligations payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund under this Agreement have been paid or satisfied as of such date and the Purchaser of an opinion of counsel of the Redemption that all actions required to be taken, all consents required to be obtained, and Paying Agent in the form and substance satisfactory all resolutions required to the Fund and the Purchaser; be adopted (k) except as disclosed in the Information Statement or in Schedule II hereto, there which resolutions shall not be any action, suit, proceeding or investigation pending or (attached to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administrationsuch certificate), in each casecase by the Fund under applicable law, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation done, obtained and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedadopted.

Conditions to Closing Date. It No Lender, the Administrative Agent or the Collateral Custodian shall be a condition obligated to the Closing Date that each of take, fulfill or perform any other action hereunder, until the following conditions shall have been satisfied satisfied, in the sole discretion of, or waived as of such datein writing, and upon such satisfaction or waiver, this Agreement shall be effectiveby the Administrative Agent: (a) this This Agreement and the other Transaction Documents shall have been duly executed by, and delivered by to, the parties heretothereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement; (b) the VMTP Preferred Shares The Administrative Agent shall have received satisfactory evidence that the Borrower, the Related Fund and the Investment Manager have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby or thereby; [Investcorp] Loan and Security Agreement (c) The Borrower and the Investment Manager shall each have delivered to the Administrative Agent a long-term issue credit rating certification in the form of “Aa1” from Moody’s Exhibit D, and long-term issue credit rating such certification shall, with respect to the Investment Manager, include a representation that the Investment Manager has neither incurred nor suffered to exist any Indebtedness as of “AA” from Fitch on the Closing Date; (cd) receipt by The Borrower and the Purchaser of opinion(s) of counsel for the Fund acceptable Investment Manager shall each have delivered to the PurchaserAdministrative Agent a certificate as to whether such entity is Solvent in the form of Exhibit C; (de) there The Investment Manager shall have been delivered to the Purchaser such information Administrative Agent certification that no Default, Event of Default, Change of Control or Investment Manager Termination Event has occurred and copies is continuing; (f) The Administrative Agent shall have received the executed legal opinion or opinions of documents▇▇▇▇▇▇, approvals (if any) and records certified▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating counsel to the Fund’s entering into and performing Loan Parties, covering (A) enforceability of this Agreement and the other Related Transaction Documents, (B) true sale and non-consolidation matters, and (C) UCC and perfection matters; in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion; (g) The Borrower and the Administrative Agent shall have executed the Fee Letter, and the Borrower shall have paid all fees due and unpaid under the Fee Letter; (h) The Borrower and the Collateral Custodian shall have executed the Collateral Custodian Fee Letter, and the Borrower shall have paid all fees due and unpaid under the Collateral Custodian Fee Letter; (i) Each applicable Lender shall have received a duly executed copy of its Note, in a principal amount equal to the Commitment of such Lender; (j) The Administrative Agent shall have received a secretary’s certificate of each Loan Party (i) that includes a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors of such Loan Party authorizing (A) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, and (B) the transactions borrowings contemplated hereby thereunder, and thereby; a certification that such resolutions have not been amended, modified, revoked or rescinded, (eii) that includes a copy of the Governing Documents of such Loan Party and a certification that, except as disclosed therein, there shall have has not been delivered any amendment, modification or supplement to such Governing Documents, (iii) that includes a certification as to the Fund incumbency and signature of the officers of such information Loan Party executing any Transaction Document and copies (iv) that includes certificates dated as of documentsa recent date from the Secretary of State or other appropriate authority, approvals evidencing the good standing of such Loan Party (if anyA) in the jurisdiction of its organization and records certified(B) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (B), where appropriatethe failure to so qualify could not be reasonably expected to have a Material Adverse Effect, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement shall be in form and substance satisfactory to the Fund Administrative Agent and the Purchaser; (i) the reasonable fees shall be executed by a Responsible Officer of such Loan Party; [Investcorp] Loan and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser;Security Agreement (k) except as disclosed in The Administrative Agent shall have received the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (results of a recent search by a Person satisfactory to the knowledge Administrative Agent, of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority UCC, judgment and tax lien filings which in the good faith judgment may have been filed with respect to personal property of the party invoking this conditionBorrower and Related Fund, (i) is in any way contesting or, if decided adversely, would affect and bankruptcy and pending lawsuits with respect to the validity Borrower and Related Fund and the results of any other Related Document such search shall be satisfactory to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred SharesAdministrative Agent; (l) receipt by The Administrative Agent shall have received evidence that the Purchaser of copies of all ISDA documentation Borrower has received in writing from the Related Fund confirmation that the Related Fund will not cause the Borrower to which file a voluntary petition under the Fund is a party including all trade confirmations and credit support annexesBankruptcy Code or Insolvency Laws; (m) The Administrative Agent shall have received confirmation from third-party counsel that: (i) the facility as described herein does not represent an ownership interest in the good faith judgment Borrower pursuant to the ▇▇▇▇▇▇▇ Rule; (ii) the Administrative Agent’s role in the facility is not prohibited by the ▇▇▇▇▇▇▇ Rule; (iii) the structure of the party invoking this condition no change in lawfacility is compliant with the promulgations of the ▇▇▇▇▇▇▇ Rule and (iv) other regulations as applicable. (n) The results of the due diligence procedures, rule or regulation (or their interpretation or administration)as carried out by the Administrative Agent, are satisfactory to the Administrative Agent, in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreementits reasonable discretion; and (no) there All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have been delivered to received such other documents and legal opinions in respect of any aspect or consequence of the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, transactions contemplated hereby or thereby as it shall reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedrequest.

Conditions to Closing Date. It shall be a condition to the Closing Date obligations set forth in Article II that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectivethe Expiration Date: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Series J Preferred Shares shall have a long-term issue credit rating of “Aa1Aa3” from Moody’s and long-term issue credit rating of “AA” from Fitch on the Closing Date’s; (c) receipt by Bank of America of (i) executed originals, or copies certified by a duly authorized officer of the Purchaser Fund to be in full force and effect and not otherwise amended, of opinion(sall Related Documents, as in effect on the Closing Date, (ii) an incumbency certificate with respect to the authorized signatories thereto, and (iii) a written certificate executed by a responsible officer of the Fund, dated as of the Closing Date, to the effect that (A) the representations and warranties of the Fund set forth in Article IV were true and correct in all material respects (except to the extent that any such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all respects) as of the date of this Agreement and are true and correct in all material respects (except to the extent that any such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all respects) as of the Closing Date with the same force and effect, as though expressly made on and as of the Closing Date, and (B) the conditions set forth in clauses (b), (d), (h), (i) and (j) of counsel for this Article III have been satisfied as of the Fund acceptable to the PurchaserClosing Date; (d) there shall not be any pending or threatened material litigation (unless such pending or threatened litigation has been determined by Bank of America to be acceptable, and Bank of America has communicated the same to the Fund in writing); (e) Bank of America, in its reasonable good faith judgment, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transactions contemplated by this Agreement; (f) there shall have been delivered to Bank of America any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant to the Purchaser transactions contemplated by this Agreement; (g) there shall have been delivered to Bank of America such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser Bank of America may have reasonably requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (eh) there no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order (whether temporary, preliminary or permanent) which is in effect and prohibits consummation of the Exchange or the transactions provided for herein. No law or order shall have been delivered to enacted, entered, promulgated or enforced by any Governmental Authority which prohibits or makes illegal the Fund such information and copies consummation of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and Exchange or the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser;provided for herein; and (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related Series J Preferred Shares to be issued in the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall Exchange Offer have been paid; duly authorized and validly issued and are fully paid and nonassessable and not subject to any preemptive rights (j) receipt and will not have been issued in violation of any preemptive rights and shall be free of all Liens), and other than the right of optional redemption exercisable by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory on March 26, 2024, not subject to the Fund and the Purchaser; (k) except as disclosed in the Information Statement any option, warrant, call or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity similar right of any other Related Document person to which acquire the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedsame.

Conditions to Closing Date. It The effectiveness of this Agreement and the agreement of each Lender to make available to the Borrower its portion of the Revolving Credit Commitments (but not the obligation to make Credit Extensions, which shall be a condition subject to Section 4.2 and Section 4.3 hereof) is subject to the Closing Date that each satisfaction (or waiver in accordance with Section 9.2) of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) this Agreement The Administrative Agent shall have been duly received this Agreement, the Borrower Collateral Agreement, the Intermediate Collateral Agreement, the Intermediate Pledge Agreement and the other Security Documents required to be executed on the Closing Date, in each case, executed and delivered by each of the parties hereto;Borrower, Intermediate SPV, the Servicer and the Originators, in each case, to the extent they are a party thereto. (b) the VMTP Preferred Shares The Purchase Agreements shall have a long-term issue credit rating been executed, it being understood that the Administrative Agent shall have the benefit of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on the Closing Date;all deliverables thereunder. (c) receipt All fees and expenses in connection with the Revolving Credit Facility (including reasonable out-of-pocket legal fees and expenses) payable by the Purchaser of opinion(s) of counsel for the Fund acceptable Borrower to the Purchaser;Lenders and the Agents on or before the Closing Date shall have been paid to the extent then due; provided that all such amounts shall be required to be paid, as a condition precedent to the Closing Date, only to the extent invoiced at least one Business Day prior to the Closing Date. (d) there The Administrative Agent shall have received a solvency certificate in the form of Exhibit H from the chief financial officer of the Borrower with respect to the solvency of the Borrower. US-DOCS\148017393.28 (e) The Administrative Agent shall have received the following: (i) a copy of the charter or other similar Organization Document of the Borrower and each amendment thereto, certified (as of a date reasonably near the Closing Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which the Borrower is organized or incorporated; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which the Borrower is organized, dated within 30 days of the Closing Date, certifying that such Person is duly organized and in good standing under the laws of such jurisdiction; and (iii) a certificate of the Secretary, Assistant Secretary or other appropriate Responsible Officer of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, or operating or partnership agreement of the Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or formation, partnership agreement or other constitutive documents of the Borrower have not been amended since the date the documents furnished pursuant to clause (i) above were certified and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of the Borrower. (f) All UCC financing statements in the jurisdiction of organization of the Borrower and Intermediate SPV and filings with the United States Copyright Office and the United States Patent and Trademark Office to be filed, registered or recorded to perfect the Liens intended to be created by any Security Document to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Purchaser such information and copies of documentsCollateral Agent in appropriate form for filing, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement registration or recording and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there Collateral Agent shall have been delivered to the Fund such information received all certificated pledged Capital Stock and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration)instruments, in each case, constituting Collateral in suitable form for transfer by delivery or accompanied by instruments or transfer or assignment duly executed in blank. (g) (i) As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects and (ii) at least three days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification. (h) The representations and warranties contained in Section III hereof, in Article V of the Purchase Agreements, in Section 4 of the Borrower Collateral Agreement, in Section 4 of the Intermediate Collateral Agreement and in Section 4 of the Intermediate Pledge Agreement shall be true and correct in all material respects (except to the extent qualified by materiality or Material Adverse Effect, in which case such representations shall be true and correct in all respects). (i) The Collateral Agent and the Co-Collateral Agent shall have received, and be satisfied with, the final report in respect of the field exams conducted by Charter Diligence Group on the Originators. US-DOCS\148017393.28 (j) The Administrative Agent shall have received (i) an enforceability, non-conflict, capacity and security creation and perfection opinion from ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ US LLP, addressed to the Agents and the Lenders, with respect to matters of New York law and certain aspects of Delaware law, and (ii) a capacity and non-conflict opinion delivered by in-house counsel of the Company, addressed to the Agents and the Lenders, with respect to matters of Hawaii law, in each case in form and substance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent. (k) The Borrower shall have delivered to the Administrative Agent an officer’s certificate certifying as to the matters set forth in clauses (h) and (l) of this Section 4.1. (l) No Default or Event of Default shall have occurred after and be continuing on the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedClosing Date.

Conditions to Closing Date. It Each Lender’s respective Commitments hereunder shall be a condition become effective, on the terms and subject to the Closing Date that each other conditions set forth herein, upon the satisfaction or waiver (in accordance with Section 10.01) of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) The Administrative Agent shall have received all of the following, each of which shall be originals or facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Administrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its Subsidiaries, giving effect to the Transactions): (i) executed counterparts of (A) this Agreement from the Borrower, (B) the Guaranty from each Guarantor, (C) the Security Agreement from the Borrower and each Guarantor and (D) the ABL/Term Loan Intercreditor Agreement acknowledged by the Borrower and each Guarantor; together with (subject to the last paragraph of this Section 4.01): (A) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and the Guarantors created under the Security Agreement and the Pledge Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement), covering the Collateral described in the Security Agreement or the Pledge Agreement, as applicable, (B) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including receipt of releases under the guaranty agreement, pledge agreement and security agreement, in each case with respect to the Tribune Credit Agreement, customary lien searches and UCC-3 termination statements), and (C) the Pledge Agreement, duly executed and delivered by the parties hereto;Borrower and the Guarantors party thereto, together with (subject to the last paragraph of this Section 4.01) certificates, if any, representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank, (bii) such customary certificates of resolutions or other action authorizing the VMTP Preferred Shares shall have execution, delivery and performance of the Loan Documents to which such Person is a long-term issue credit rating party and, in the case of “Aa1” from Moody’s the Borrower, the borrowings and long-term issue credit rating other transactions hereunder, incumbency certificates and/or other certificates of “AA” from Fitch on Responsible Officers of the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information Borrower and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings each Guarantor as the Purchaser Administrative Agent may have requested relating reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to the Fund’s entering into and performing act as a Responsible Officer in connection with this Agreement and the other Related Loan Documents to which it each of the Borrower and the Guarantors is a party or is to be a party, and the transactions contemplated hereby and thereby; (eiii) there shall have been delivered to the Fund such information documents and copies of documentscertifications (including Organization Documents and, approvals (if anyapplicable, good standing certificates) and records certified, where appropriate, of trust and legal proceedings as the Fund Administrative Agent may have requested relating reasonably require to evidence that the Purchaser’s entering into Borrower and performing this Agreement and the other Related Documents to which it each Guarantor is a partyduly organized or formed, and the transactions contemplated hereby that each of them is validly existing and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (in good standing, except, other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories theretoBorrower, to the extent that failure to be in good standing could not reasonably be expected to have a Material Adverse Effect; (giv) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto[Reserved]; (hv) receipt by the Fund and the Purchaser a solvency certificate from a Responsible Officer of the Information Statement Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I; (vi) an opinion of Debevoise & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to each Lender, in form and substance reasonably satisfactory to the Fund and the Purchaser;Administrative Agent; and (ivii) opinions of local counsel for the reasonable fees Loan Parties listed on Schedule 4.01(a) hereto, in form and expenses and all other amounts (including reasonable attorneys’ fees and expenses related substance reasonably satisfactory to the issuance of Administrative Agent. (b) [Reserved]. (c) The Borrower and each Guarantor shall have provided the VMTP Preferred Sharesdocumentation and other information reasonably requested in writing at least ten (10) payable on days prior to the Closing Date by the Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and pursuant anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least three Business Days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree). (d) All actions necessary to establish that the Collateral Agent will have a perfected security interest (to the extent contemplated in the Collateral Documents and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement and subject to no Liens other than the Liens permitted under Section 2.03 hereof 7.01) in the Collateral shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration)taken, in each case, shall have occurred after to the date extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; andSection 4.01. (ne) there The Separation and Distribution shall have been delivered consummated, or substantially simultaneously with the initial borrowing under the Term Facility, shall be consummated, in all material respects in accordance with the terms of the Separation and Distribution Agreement. (f) [Reserved]. (g) [Reserved]. (h) [Reserved]. (i) All fees required to be paid on the Closing Date pursuant to the Purchaser any additional documentation Fee Letters and financial informationreasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to the Engagement Letter, including satisfactory responses to its due diligence inquiriesthe extent invoiced in reasonable detail at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall, as it reasonably deems relevant. The Fund and upon the Purchaser agree that consummation initial borrowing under the Facility, have been paid (which amounts may be offset against the proceeds of the purchase and sale Facility). (j) The Arrangers shall have received (a) audited combined balance sheets of the VMTP Preferred Shares Borrower and related statements of income, stockholders’ equity and cash flows of the Borrower for the three (3) most recently completed Fiscal Years ended at least 120 days before the Closing Date and (b) unaudited combined balance sheets and related statements of income and cash flows of the Borrower, for each subsequent fiscal quarter after the most recent completed fiscal year for which financials have been delivered pursuant to clause (a) above ended at least 60 days before the Closing Date (other than any fiscal fourth quarter) (the “Borrower Quarterly Financial Statements”). Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Agreement Section 4.01, each Lender as of the Closing Date shall constitute acknowledgment that be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the foregoing conditions Administrative Agent shall have been satisfied or waivedreceived written notice from such Lender prior to the Closing Date specifying its objection thereto.

Conditions to Closing Date. It shall be a condition The obligation of each Purchaser to accept the Series A Notes on the Closing Date that and their Commitment to make Series A Advances shall not become effective until the date on which each of the following conditions shall have been is satisfied (or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective:in accordance with Section 9.01): (a) this Agreement This Agreement, the Indenture and each of the other Transaction Documents shall have been duly executed and delivered by the respective parties hereto; (b) the VMTP Preferred Shares thereto and shall have a long-term issue credit rating of “Aa1” from Moody’s be in full force and long-term issue credit rating of “AA” from Fitch on the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date. (b) At the time of such issuance, all conditions to the issuance of the Series A Notes under Article II of the Indenture shall have been satisfied or waived. (c) On the Closing Date, each of the Transaction Documents, including the Series A Notes, shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and an incumbency certificate with respect the Indenture Trustee and the Purchasers shall have received fully executed copies thereof. The Transaction Documents, including the Series A Notes, shall be substantially in the forms heretofore provided to the authorized signatories thereto;Purchasers. (gd) receipt by The Administrative Agent shall have received a certificate as to the Fund good standing of executed originals the Issuer, the Issuer Loan Trustee, the Depositor, the Depositor Loan Trustee, OneMain Financial, OneMain Financial Holdings, Inc., and each Seller, as of a recent date, from the applicable Governmental Authority of its respective jurisdiction of organization. (e) The Administrative Agent shall have received a certificate of the secretary, assistant secretary or copies other officer of all Related Documents each of the Issuer, the Issuer Loan Trustee, the Depositor, the Depositor Loan Trustee, OneMain Financial, OneMain Financial Holdings, Inc., each Seller, the Back-up Servicer, the Indenture Trustee, the Owner Trustee and each Subservicer: (A) certifying that (1) the attached copy of the certificate of formation, limited liability company agreement, certificate of incorporation, bylaws (or extract thereof), trust agreement or other comparable organizational and governing documents of each such entity is a true and complete copy thereof, (2) such organizational and governing documents have not been rescinded and are in full force and effect on and as of the Closing Date, (3) the attached copy of the resolutions of the respective board of directors, board of managers, or other governing body, as the case may be, of each such entity (other than this Agreementthe Back-up Servicer, the Indenture Trustee, the Issuer Loan Trustee and the Depositor Loan Trustee) to which authorizing the Purchaser Transaction Documents and the issuance of the Series A Notes is a partytrue and complete copy thereof, as (4) such resolutions have not been rescinded and are in full force and effect on and as of the Closing Date, and an incumbency certificate with respect to (5) the authorized signatories thereto;officers authorized to execute and deliver the Transaction Documents hold the offices and have the signatures indicated thereon. (hf) receipt by The Administrative Agent shall have received a letter from DBRS stating that the Fund Series A Notes have received a rating of at least “A(sf)”. (g) The Administrative Agent shall have received opinions from in-house counsel of OneMain Financial, the Subservicers and the Purchaser of the Information Statement Sellers, in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on Administrative Agent, dated the Closing Date and pursuant addressed to Section 2.03 hereof the Administrative Agent (in its individual capacity and as representative for the other Purchasers) and each other Purchaser, as the Purchasers may reasonably request. (h) The Administrative Agent shall have been paid; received opinions, dated the Closing Date and addressed to the Administrative Agent (jin its individual capacity and as representative for the other Purchasers) receipt by and each other Purchaser, from Shearman & Sterling LLP, special counsel for OneMain Financial, the Fund other OneMain Financial Entities, the Servicer, the Performance Support Provider, the Depositor and the Purchaser of an opinion of counsel of the Redemption and Paying Agent Issuer, in the form and substance satisfactory to the Fund Purchasers, as the Purchasers may reasonably request. (i) The Administrative Agent shall have received an opinion from counsel for the Indenture Trustee, the Issuer Loan Trustee, the Depositor Loan Trustee and Back-up Servicer in form and substance satisfactory to the Purchasers, dated the Closing Date and addressed to the Administrative Agent (in its individual capacity and as representative for the other Purchasers) and each other Purchaser;, as the Purchasers may reasonably request. (j) The Administrative Agent shall have received an opinion, dated the Closing Date, from ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special counsel for the Owner Trustee in form and substance satisfactory to the Purchasers, and addressed to the Administrative Agent (in its individual capacity and as representative for the other Purchasers) and each other Purchaser, as the Purchasers may reasonably request. (k) except as disclosed The Administrative Agent shall have received opinions from ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special Delaware counsel for the Issuer and the Depositor, in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (form and substance satisfactory to the knowledge of Purchasers, dated the FundClosing Date and addressed to the Administrative Agent (in its individual capacity and as representative for the other Purchasers) overtly threatened in writing against and each other Purchaser, as the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares;Purchasers may reasonably request. (l) receipt The Administrative Agent shall have received a certificate or certificates signed by the Purchaser Issuer, dated the Closing Date, stating that to the best of copies its knowledge (i) the representations and warranties of all ISDA documentation the Issuer in this Agreement and any Transaction Documents to which the Fund Issuer is a party including are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) the Issuer has complied with all trade confirmations agreements and credit support annexes;satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) no Event of Default or Early Amortization Event, or any event that with notice, lapse of time or both would be an Event of Default or Early Amortization Event will have occurred and be continuing as of the Closing Date. (m) The Administrative Agent shall have received a certificate or certificates signed by two managers of the Depositor, dated the Closing Date, stating that to the best of such managers’ knowledge (i) the representations and warranties of the Depositor in this Agreement and any Transaction Documents to which the Depositor is a party are true and correct on and as of the Closing Date or, in the good faith judgment case of the party invoking this condition representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) no change in lawEvent of Default or Early Amortization Event, rule or regulation (any event that with notice, lapse of time or their interpretation both would be an Event of Default or administration), in each case, shall Early Amortization Event will have occurred after the date of this Agreement, which will materially and adversely affect the consummation be continuing as of the transaction contemplated by this Agreement; andClosing Date. (n) there The Administrative Agent shall have received a certificate signed by any two of the officers of OneMain Financial, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties made by OneMain Financial in this Agreement and each Transaction Document to which it is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) OneMain Financial has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) no Event of Default or Early Amortization Event, or any event that with notice, lapse of time or both would be an Event of Default or Early Amortization Event will have occurred and be continuing as of the Closing Date. (o) The Administrative Agent shall have received the results of a search of (i) the Uniform Commercial Code filings (or equivalent filings) made with respect to the Issuer, the Depositor and the initial Sellers in the states (or other jurisdictions) where they are organized, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that any Liens indicated in any such financing statement (or similar document) do not relate to the Sold Assets or have been or will be contemporaneously released or terminated. (p) The Administrative Agent shall have received evidence satisfactory to it that on or before the Closing Date, UCC-1 financing statements have been or are being filed in the appropriate filing offices reflecting (A) the sale and transfer of the interest in (i) the Loans and the other Purchased Assets to the Depositor and, solely with respect to legal title to such Loans, to the Depositor Loan Trustee and (ii) the Loans and the other Sold Assets to the Issuer and, solely with respect to legal title to such Loans, to the Issuer Loan Trustee and (B) the grant of the interest of (i) the Issuer in the Loans, the other Sold Assets and the remainder of the Trust Estate to the Indenture Trustee and (ii) the Issuer Loan Trustee, solely with respect to legal title to such Loans, to the Indenture Trustee. (q) The Administrative Agent shall have received from the Indenture Trustee on the Closing Date or the initial Funding Date (as applicable) prior to the issuance of any Notes on such date evidence of the establishment or continued maintenance (as applicable) of the Collection Account, the Required Reserve Account, the Principal Distribution Account and the Depositor Contribution Account. (r) Payment of all fees set forth in the fee letters executed between the Administrative Agent, the Purchasers, OneMain Financial and the Issuer. (s) All proceedings in connection with the transactions contemplated by this Agreement and each of the Transaction Documents and all documents incident hereto or thereto shall be satisfactory in form and substance to the Purchasers, and the Purchasers shall have received such information, certificates, opinions and documents as the Purchasers may request, including, without limitation, such certificates, opinions and/or other documents necessary to enable the Purchasers to rely on certificates and opinions delivered to the Purchaser any additional documentation and financial information, including satisfactory responses Indenture Trustee pursuant to its due diligence inquiries, as it reasonably deems relevant. The Fund the Indenture and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.other Transaction Documents

Conditions to Closing Date. It shall be a condition The effectiveness of this Agreement and the obligation of each Initial Term Lender to make its Initial Term Loan on the Closing Date that each is subject to satisfaction of the following conditions shall have been satisfied or waived precedent, except as of such date, otherwise agreed between the Company and upon such satisfaction or waiver, this Agreement shall be effectivethe Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of HGVI or the signing Loan Party, as applicable, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement and the First Lien Intercreditor Agreement; (iii) each Collateral Document set forth on Schedule 1.01C required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with all documents and instruments required to create and perfect the Collateral Agent’s security interests in the Collateral shall have been duly executed and delivered and, if applicable, be in proper form for filing (it being understood that, to the extent any security interest in any such Collateral is not or cannot be provided and/or perfected on the Closing Date (other than (1) the pledge and perfection of the security interest in the certificated equity interests of each of the Company’s wholly owned material U.S. Restricted Subsidiaries (to the extent required by the parties heretoCollateral and Guarantee Requirement and Section 6.11) (provided that, to the extent the Company has used commercially reasonable efforts to procure the delivery thereof prior to the Closing Date, certificated equity interests of the wholly owned material U.S. Restricted Subsidiaries of the Target, to the extent required by the Collateral and Guarantee Requirement and Section 6.11, will only be required to be delivered and/or perfected on the Closing Date pursuant to the terms set forth above if such certificated equity interests are received by the Company from the Target) and (2) other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after the Company’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be delivered within ninety (90) days (or such longer period as the Administrative Agent may agree in writing in its discretion) after the Closing Date) in accordance with, and as required by, Section 6.11; (biv) such certificates of good standing (to the VMTP Preferred Shares shall have extent such concept exists) from the applicable secretary of state of the state of organization of HGVI and each Loan Party, certificates or memorandums and articles of incorporation, certificates of limited partnership or certificates of formation, including all amendments thereto, of HGVI and each Loan Party, certified (as of a long-term issue credit rating recent date), if applicable, by the Secretary of “Aa1” from Moody’s State (or other similar official) of the jurisdiction of its organization or incorporation, as the case may be, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of HGVI and long-term issue credit rating each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of “AA” from Fitch each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which HGVI or such Loan Party is a party or is to be a party on the Closing Date; (cv) receipt by an opinion from (x) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to HGVI and the Purchaser of opinion(sLoan Parties and (y) of ▇▇▇▇▇▇▇▇▇ Traurig, LLP, special Florida, Arizona and Nevada counsel for the Fund acceptable to the PurchaserLoan Parties; (dvi) there shall have been delivered a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Company (after giving effect to the Purchaser such information and copies of documents, approvals (if anyTransactions) and records certified, where appropriate, of trust and legal proceedings substantially in the form attached hereto as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and therebyExhibit E-2; (evii) there shall have been delivered to a certificate, dated the Fund such information Closing Date and copies signed by a Responsible Officer of documentsthe Company, approvals (if anyconfirming satisfaction of the conditions set forth in Sections 4.01(d) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby;(e); and (fviii) receipt the Perfection Certificate, duly completed and executed by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto;Loan Parties. (gb) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable All fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related due to the issuance of Agents, the VMTP Preferred Shares) payable Global Coordinators and the Joint Bookrunners required to be paid on the Closing Date and pursuant to Section 2.03 hereof (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Company) shall have been paid;paid by the Company. (jc) receipt The Joint Bookrunners shall have received, the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements. (d) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the Closing Date, in accordance with the terms of the Acquisition Agreement and the Acquisition Agreement shall not have been amended or waived in any material respect by the Fund and Company or any of its affiliates, nor shall the Purchaser Company or any of an opinion of counsel its affiliates have given a material consent thereunder, in each case in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Redemption Global Coordinators (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and Paying Agent agreed that any change, amendment, waiver or consent in respect of (x) the definition of “Company Material Adverse Effect” contained in the form and substance satisfactory Acquisition Agreement or (y) Section 7.3(f) of the Acquisition Agreement shall be deemed to be materially adverse to the Fund and the Purchaser; Lenders); provided that (ka) except as disclosed any amendment, waiver or consent which results in a reduction in the Information Statement or in Schedule II hereto, there purchase price for the Acquisition shall not be any action, suit, proceeding or investigation pending or (deemed to be materially adverse to the knowledge Lenders to the extent it is applied to reduce the amount of commitments in respect of the FundClosing Date Senior Unsecured Bridge Loans and the Initial Term Loans ratably and (b) overtly threatened any increase in writing against purchase price for the Fund in Acquisition shall not be deemed to be materially adverse to the Lenders, to the extent such increase is not funded with any court or before any governmental authority which Indebtedness (other than Initial Term Loans, Closing Date Senior Unsecured Bridge Loans, Closing Date Senior Unsecured Notes and/or Revolving Credit Loans (as defined in the good faith judgment of Existing RCF Credit Agreement)). (e) The Specified Acquisition Agreement Representations and the party invoking this condition, Specified Representations shall be true and correct in all material respects on the Closing Date (i) is or in any way contesting orall respects, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares;separately qualified by materiality). (lf) receipt by Since the Purchaser of copies of all ISDA documentation to which Agreement Date (as defined in the Fund Acquisition Agreement), no Company Material Adverse Effect (as defined in the Acquisition Agreement) has occurred and is a party including all trade confirmations and credit support annexes;continuing. (mg) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there The Refinancing shall have been consummated, or shall be consummated substantially concurrently with the Closing Date. (h) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Company and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered to the Purchaser any additional documentation and financial informationAdministrative Agent, including satisfactory responses at least 3 Business Days prior to its due diligence inquiriesthe Closing Date, as it reasonably deems relevanta Beneficial Ownership Certification to the extent requested by the Administrative Agent at least 10 Business Days prior to the Closing Date. The Fund and Without limiting the Purchaser agree that consummation generality of the purchase and sale provisions of Section 9.03(b), for purposes of determining compliance with the VMTP Preferred Shares pursuant to conditions specified in this Section 4.01, each Lender that has signed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the foregoing conditions Administrative Agent shall have been satisfied or waivedreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing Date. It The release of the Escrow Property to the Parent Borrower on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of the Guaranty from each of the parties listed on the signature pages hereto and thereto; (ii) a Note executed by the Borrowers in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (C) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent has been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; provided that if, notwithstanding the Parent Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the Equity Interests of (i) the Parent Borrower and (ii) each direct Wholly-Owned Subsidiary of the Parent Borrower that is organized in the United States or Canada (provided that such Equity Interests are not Excluded Equity and, in the case of THI and its subsidiaries, solely to the extent received by the Parent Borrower after use of commercially reasonable efforts) and (c) delivery of Uniform Commercial Code financing statements and/or PPSA registration statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code or PPSA, as applicable) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the Escrow Property to the Parent Borrower on the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement (but shall be effective: (a) this Agreement shall have been duly executed required to be satisfied as promptly as practicable after the Closing Date and delivered by in any event within the parties heretoperiod specified therefor in Schedule 6.12); (biv) such certificates, copies of Organization Documents of the VMTP Preferred Shares shall have Loan Parties, resolutions or other action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a long-term issue credit rating of “Aa1” from Moody’s Responsible Officer in connection with this Agreement and long-term issue credit rating of “AA” from Fitch the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (cv) receipt by the Purchaser an opinion from each of opinion(s(A) of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New York counsel for the Fund acceptable to the PurchaserLoan Parties, (B) Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Canadian counsel to the Loan Parties, (C) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, British Columbia counsel to the Loan Parties and (D) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, Florida counsel to the Loan Parties; (dvi) a certificate signed by a Responsible Officer of the Borrower certifying that (A) between December 29, 2013 and August 26, 2014, there shall has not been any fact, circumstance, change, effect, event or occurrence that has had or would reasonably be expected to have been delivered a Company Material Adverse Effect, (B) since August 26, 2014, no fact, circumstance, change, effect, event or occurrence has occurred that has had or would reasonably be expected to have, individually or in the Purchaser such information aggregate, a Company Material Adverse Effect and copies of documents, approvals (if anyC) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it condition set forth in clause (f)(ii) below is a party, and the transactions contemplated hereby and therebysatisfied; (eA) there shall have been delivered a certificate attesting to the Fund such information Solvency of the Parent Borrower and copies of documents, approvals its Subsidiaries (if anyon a consolidated basis) and records certified, where appropriate, of trust and legal proceedings as on the Fund may have requested relating Closing Date after giving effect to the PurchaserTransaction, from the Parent Borrower’s entering into and performing this Agreement and the chief financial officer or other Related Documents to which it is a party, and the transactions contemplated hereby and therebyofficer with equivalent duties; (fvii) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund if any Credit Extension is a party, as in effect being made on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund a Committed Loan Notice or Letter of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a partyCredit Application, as in effect on the Closing Dateapplicable, and an incumbency certificate with respect relating to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreementsuch Credit Extension; and (nviii) there shall have been delivered to if available in the Purchaser any additional documentation and financial informationrelevant jurisdiction, including satisfactory responses to its due diligence inquiriesgood standing certificates or certificates of status, as it reasonably deems relevant. The Fund applicable and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied bring down telegrams or waivedfacsimiles, for each Loan Party.

Conditions to Closing Date. It shall be a condition to The occurrence of the Closing Date that each is subject to satisfaction of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) this Agreement shall have been The Administrative Agent’s receipt of the following: (i) duly executed counterparts hereof that, when taken together, bear the signatures of the Borrower, each Lender and delivered by the parties heretoAdministrative Agent; (bii) a Note executed by the VMTP Preferred Shares shall have Borrower in favor of each Lender requesting a long-term issue credit rating Note at least three Business Days in advance of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on the Closing Date; (ciii) receipt a closing certificate executed by a Responsible Officer of the Purchaser Borrower as of opinion(sor about the Closing Date, certifying as to (x) the charter, bylaws or other applicable organizational documents of counsel for the Fund acceptable to the Purchaser;Borrower and (y) (da) there shall have been delivered to the Purchaser such information resolutions or other corporate action of the Borrower authorizing the execution and copies performance of, and (b) the incumbency and specimen signature of documents, approvals (if any) and records certified, where appropriate, each officer of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing Borrower executing this Agreement and the other Related Loan Documents to which it the Borrower is a party, and the transactions contemplated hereby and thereby; (eiv) there shall have been delivered a certificate of good standing with respect to the Fund such information and copies Borrower from the Secretary of documents, approvals State of the State of the Borrower’s organization (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into extent relevant and performing this Agreement and available in the other Related Documents to which it is a party, and jurisdiction of organization of the transactions contemplated hereby and therebyBorrower); (fv) receipt a customary opinion of counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to matters concerning the Borrower and the Loan Documents (including enforceability of the Loan Documents under New York law); (vi) a certificate signed by a Responsible Officer of the Borrower certifying that (A) the representations and warranties of the Borrower contained in Article V or any other Loan Document are true and correct in all material respects on and as of the Closing Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (B) no Default shall exist or will have occurred immediately after giving effect to the Closing Date and (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (vii) to the extent reasonably requested by the Purchaser Administrative Agent at least 10 Business Days in advance of executed originals or copies of all Related Documents the Closing Date, documentation and other information that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Act, at least two Business Days prior to the Closing Date; (other than this Agreementb) The Borrower shall have paid (i) to which the Fund is a partyArrangers for their own account any fees due and required to be paid to the Arrangers on or before the Closing Date, (ii) to MLPFS, for the account of each Lender, an upfront fee on such Lender’s Commitments as in effect mutually agreed to be paid on the Closing Date, in each case as of the Closing Date and an incumbency certificate with respect (iii) subject to the authorized signatories thereto; (g) receipt by limitations set forth in Section 10.04 and to the Fund of executed originals or copies of all Related Documents (other than this Agreement) extent invoiced at least three Business Days prior to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser reasonable out-of-pocket expenses of the Information Statement Administrative Agent and Arrangers in form and substance satisfactory to the Fund and the Purchaser; (i) connection with this Agreement, including the reasonable and documented out-of-pocket fees and expenses and all other amounts of one counsel (including reasonable attorneys’ fees any local counsel) for the Administrative Agent and expenses related to the issuance of the VMTP Preferred SharesArrangers, taken as a whole. (c) payable on the The Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after on or before July 31, 2013. Without limiting the date of this Agreement, which will materially and adversely affect the consummation generality of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation provisions of the purchase and sale last paragraph of Section 9.03, for purposes of determining compliance with the VMTP Preferred Shares pursuant to conditions specified in this Section 4.01, each Lender that has signed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the foregoing conditions Administrative Agent shall have been satisfied or waivedreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall promptly notify the Borrower and the Lenders of the occurrence of the Closing Date, which notice shall be conclusive and binding.

Conditions to Closing Date. It The obligation of each Lender to make the Initial Term Loans is subject to satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement; (ii) a Term Note executed by the Borrower in favor of each Lender that has requested a Term Note at least five (5) Business Days in advance of the Closing Date; (iii) executed counterparts of the Guaranty from each of the Loan Parties listed on the signature pages thereto; (iv) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (except as provided in such Collateral Documents): (A) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iv) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests (to the extent possession of such certificates perfects a security interest therein) of each direct Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity) and (c) delivery of Uniform Commercial Code financing statements (other than fixture filings on real estate) with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the making of the Initial Term Loans to the Borrower on the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement (but shall be effective: required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (a) this Agreement which shall have been duly executed and delivered by be no earlier than 60 days after the parties heretoClosing Date); (bv) a certificate of each Loan Party, certified by a secretary or other Responsible Officer (1) copies of Organization Documents of the VMTP Preferred Shares shall have Loan Parties (including any by-laws or other applicable operating agreement of the Loan Parties), (2) resolutions or other action, (3) good standing certificates, and (4) incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a long-term issue credit rating of “Aa1” from Moody’s Responsible Officer in connection with this Agreement and long-term issue credit rating of “AA” from Fitch the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (cvi) receipt by the Purchaser an opinion of opinion(s) of ▇▇▇▇▇▇▇ LLP, counsel for the Fund acceptable to the PurchaserLoan Parties; (dvii) a certificate signed by a Responsible Officer of the Borrower certifying that (A) since March 12, 2021, there shall not have been delivered occurred and be continuing, any change, event, occurrence, state of facts or development that has had, or would reasonably be expected to have, a Company Material Adverse Effect and (B) the condition set forth in clause (c)(ii) below is satisfied; (viii) a certificate substantially in the form of Exhibit K attesting to the Purchaser such information Solvency of the Borrower and copies of documentsits Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transaction, approvals from the Borrower’s chief financial officer or other officer with equivalent duties; and (if anyix) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested a Committed Loan Notice relating to the Fund’s entering into and performing this Agreement and the other Related Documents Credit Extension to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect be made on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto;. (gb) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) All fees required to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable be paid on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; the Fee Letter and reasonable out-of-pocket expenses required to be paid hereunder or pursuant to the Fee Letter, to the extent invoiced at least three (j3) receipt Business Days prior to the Closing Date (except as otherwise agreed to by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administrationBorrower), in each case, shall have occurred after been paid in full in cash or will be paid on the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; andClosing Date. (nc) there Prior to or substantially simultaneously with the Closing Date, (i) the Equity Contribution in at least the amount set forth in the definition thereof shall have been delivered consummated and (ii) the Acquisition shall be consummated in all material respects in accordance with the terms of the Acquisition Agreement, after giving effect to any modifications, amendments, supplements, consents, waivers or requests, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such requests) by the Borrower that are materially adverse to the Purchaser interests of the Lenders or the Administrative Agent, without the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that any additional modification, amendment, supplement, consent, waiver or request that results in (a) any decrease in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Administrative Agent or Lenders so long as such decrease reduced, on a dollar-for-dollar basis, the aggregate amount of the Initial Term Loans, (b) any increase in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Administrative Agent or Lenders so long as funded with proceeds of common equity or preferred equity that does not constitute Disqualified Equity Interests and (c) any adverse amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Lenders and Administrative Agent ). (d) The Administrative Agent shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements. (e) Prior to or substantially simultaneously with the Closing Date, the Refinancing shall have been consummated. (f) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date, and the Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and financial informationother information about the Borrower and the Guarantors as has been reasonably requested in writing at least five (5) Business Days prior to the Closing Date by the Administrative Agent that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including satisfactory responses to its due diligence inquirieswithout limitation the USA PATRIOT Act. For purposes of determining whether the Closing Date has occurred, as it reasonably deems relevant. The Fund and the Purchaser agree each Lender that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to has executed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the foregoing conditions have been satisfied Administrative Agent or waivedsuch Lender, as the case may be, unless such ▇▇▇▇▇▇ has notified the Administrative Agent of any disagreement prior to the Closing Date.

Conditions to Closing Date. It shall This Agreement will be a condition to effective as of the Closing Date. The occurrence of the Closing Date that and the obligation of each Lender to make its initial Loans and the obligation of any Issuing Lender to extend or renew any Letter of Credit hereunder on the Closing Date is subject to the fulfillment of the following conditions shall have been satisfied or waived precedent and receipt by the Agent of the following documents, each dated as of the Closing Date or such dateother date as is satisfactory to the Agent, in form and upon such satisfaction or waiver, this Agreement shall be effectivesubstance satisfactory to the Agent and the Lenders and (except for the Notes) in sufficient copies for each Lender: (a) this Agreement shall have been duly executed and delivered to the Agent by the parties heretoBorrower, the Lenders and the Agent and one or more Notes, payable to the order of each Lender, duly executed by the Borrower, in the amount of each such Lender's Facility A Commitment and/or Facility B Commitment, as the case may be; (b) Certificate of the VMTP Preferred Shares shall have a long-term issue credit rating Secretary or Assistant Secretary of “Aa1” from Moody’s the Borrower as to (i) the charter documents and long-term issue credit rating Bylaws of “AA” from Fitch on the Closing Date; Borrower, (cii) receipt by the Purchaser resolutions of opinion(s) the Board of counsel for Directors of the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing Borrower approving this Agreement and each of the Ancillary Agreements and each of the transactions contemplated hereby and thereby, (iii) all documents evidencing other Related Documents necessary corporate action and required governmental and third party approvals, licenses and consents with respect to which it is a party, this Agreement and each Ancillary Agreement to be executed as of the Closing Date and the transactions contemplated hereby and thereby, and (iv) the names and true signatures of the officers of the Borrower who have been authorized to execute and deliver this Agreement and each Ancillary Agreement on behalf of the Borrower, in each case, together with copies of such documents certified to be true, complete and in full force and effect as of the Closing Date; (ei) there shall have been delivered A certificate, dated as of a recent date, of the Secretary of State of Nevada attesting to the Fund such information and copies good standing of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a partyBorrower, and (ii) a certificate of good standing for the transactions contemplated hereby Borrower, certified as of a recent date by the Secretary of State (or comparable authority) of the states of California, Pennsylvania, Washington, Oregon, New Jersey, Arizona, Connecticut and therebyNew York; (fd) receipt by the Purchaser A favorable opinion of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a partyStroock & Stroock & ▇▇▇▇▇, as in effect on the Closing Date, and an incumbency certificate with respect counsel to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a partyBorrower, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund Agent and the PurchaserLenders, as to such matters as the Agent may reasonably request; (ie) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance The Ancillary Agreements, duly executed by each of the VMTP Preferred Shares) payable on Borrower and the Closing Date and pursuant to Section 2.03 hereof shall have been paidAgent; (jf) receipt The Projections (which shall be acceptable to the Agent and the Co-Agents) certified by the Fund Chief Financial Officer as satisfying the requirements set forth in Section 4.07(c) with respect thereto and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory as to the Fund and economic assumptions providing the Purchaserbasis therefor; (kg) except as disclosed Payment by the Borrower to the Agent of the fees provided for in the Information Statement or in Schedule II heretoFee Letters, there shall not be any actionfor the benefit of the parties specified therein, suit, proceeding or investigation pending or (and payment by the Borrower to the knowledge Agent of the Fundall costs and expenses referred to in Section 10.11 (including legal fees and expenses); (h) overtly threatened Determination by each Lender, in writing against the Fund in any court or before any governmental authority which in the good faith its sole judgment of the party invoking this conditionexercised reasonably, (i) is in any way contesting orthat there has been no Material Adverse Change since the Balance Sheet Date, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, that nothing shall have occurred after since the date Balance Sheet Date which, in the judgment of this Agreementany Lender has had or has any reasonable likelihood of having a Material Adverse Effect, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (niii) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedfinancial statements delivered pursuant toss.

Conditions to Closing Date. It shall be a condition The obligation of each Lender to make its initial Credit Extension hereunder is subject to the Closing Date that each satisfaction of the following conditions shall have been satisfied precedent (or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto;waiver thereof in accordance with Section 10.01): (b) The Administrative Agent’s receipt of the VMTP Preferred Shares following, each of which shall have be facsimiles or other electronic copies unless otherwise specified, each properly executed by a long-term issue credit rating Responsible Officer of “Aa1” the signing Loan Party (other than in respect of clause (a)(v) below), each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement from Moody’s the Borrower and long-term issue credit rating each Lender with a Loan or Commitment outstanding as of “AA” from Fitch on the Closing Date; (cii) receipt a Note executed by the Purchaser Borrower in favor of opinion(seach Lender that has requested a Note at least five (5) Business Days in advance of counsel for the Fund acceptable to the PurchaserClosing Date; (diii) there each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (i) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (ii) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been delivered taken, completed or otherwise provided for in a manner reasonably satisfactory to the Purchaser Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such information schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”); (iv) (A) such certificates, copies of documentsOrganization Documents of the Loan Parties, approvals (if any) resolutions or other action and records certified, where appropriate, incumbency certificates and/or other certificates of trust and legal proceedings Responsible Officers of each Loan Party as the Purchaser Administrative Agent may have requested relating reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to the Fund’s entering into and performing act as a Responsible Officer in connection with this Agreement and the other Related Loan Documents to which it such Loan Party is a party, party or is to be a party on the Closing Date and (B) a good standing certificate (to the transactions contemplated hereby extent applicable) in the jurisdiction of organization of the Borrower and therebyeach Guarantor; (v) an opinion from Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC, counsel to the Loan Parties; (vi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions set forth in clauses (d), (e), (f) there and (h) below are satisfied; (vii) a certificate attesting to the Solvency of the Borrower and its Subsidiaries, on a consolidated basis, on the Closing Date after giving effect to the Transactions, from the chief financial officer or other officer with equivalent duties of the Borrower, in substantially the form of Exhibit M; (viii) a Request for Credit Extension relating to each Credit Extension to be made on the Closing Date; and (ix) certificates of insurance evidencing the existence of insurance to be maintained by the Borrower and its Restricted Subsidiaries pursuant to Section 6.06. (c) (d) All fees and expenses required to be paid hereunder or pursuant to the Fee Letters and reasonable out-of-pocket expenses required to be paid on the Closing Date as previously agreed in writing, in each case, to the extent invoiced at least three (3) Business Days prior to the Closing Date shall have been delivered to paid in full in cash or will be paid on the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby;Closing Date. (f) receipt by The Lead Arrangers shall have received (i) the Purchaser of executed originals Audited Financial Statements and (ii) the Unaudited Financial Statements. (g) (h) Prior to or copies of all Related Documents (other than this Agreement) to which substantially simultaneously with the Fund is a party, as in effect initial funding on the Closing Date, the Refinancing shall have been consummated. (i) (j) At the time of and an incumbency certificate with respect immediately after giving effect to the authorized signatories thereto; Borrowing of the Initial Term Loans (g) receipt by together with the Fund of executed originals or copies of all Related Documents (other than this Agreement) Revolving Credit Loans and Delayed Draw Term Loans to which the Purchaser is a party, as in effect be borrowed on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administrationany), in each case, no Default or Event of Default shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedbe continuing.

Conditions to Closing Date. It shall be a condition to the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Preferred Shares shall have a long-term issue credit rating of “Aa1Aa2” from Moody’s and a long-term issue credit rating of “AA” from Fitch on the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the PurchaserProxy Statement; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the New VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II I hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexesCredit Support Annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement Exchange shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Conditions to Closing Date. It shall be a condition The initial availability of all of the Commitments (other than the initial availability of Commitments in an aggregate amount not to the Closing Date that each exceed $2,500,000,000, which are subject to Section 4.01) is subject to satisfaction or waiver in accordance with Section 11.01 of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveconditions: (a) this Agreement The Arrangers shall have been duly executed and delivered received an officer’s certificate from the Company certifying that (a) the conditions to the Combination set forth in the Business Combination Agreement (without giving effect to any Alternative Transaction Structure (as defined in the Business Combination Agreement), modifications, consents, amendments (including amendments to the Business Combination Agreement in connection with the implementation of any Alternative Transaction Structure) or waivers thereto by the parties hereto; Facility Guarantor that in each case are materially adverse to the interests of the Lenders or the Arrangers, in their capacities as such) and conditions to the Contribution and Distribution set forth in the Separation and Distribution Agreement (b) the VMTP Preferred Shares shall have a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on the Closing Date; (c) receipt without giving effect to any modifications, consents, amendments or waivers thereto by the Purchaser of opinion(s) of counsel for the Fund acceptable Facility Guarantor that in each case are materially adverse to the Purchaser; interests of the Lenders or the Arrangers, in their capacities as such) (din each case, it being understood and agreed that (i) there shall have been delivered changes in the amount of the Special Cash Payment pursuant to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as Transaction Agreements in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 date hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (deemed to be materially adverse to the knowledge interests of the Fund) overtly threatened in writing against Lenders or the Fund in any court or before any governmental authority which Arrangers and shall not require the consent of the Arrangers if, in the good faith judgment case of a reduction of the party invoking this conditionSpecial Cash Payment, (i) is the commitments in any way contesting or, if decided adversely, would affect the validity respect of any other Related Document Indebtedness incurred to which finance the Fund is a party or this Agreement, or Special Cash Payment are reduced dollar for dollar and (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) any change in the good faith judgment definition of “RMT Partner Material Adverse Effect” in the party invoking this condition no change Business Combination Agreement shall be deemed to be materially adverse to the Lenders and the Arrangers, in lawtheir capacities as such), rule unless the Arrangers shall have provided their written consent thereto (such consent not to be unreasonably withheld, conditioned or regulation (or their interpretation or administrationdelayed), in each case, shall have occurred after other than such conditions that by their nature are to be satisfied upon the date closing of this Agreementsuch transaction, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedwaived or are expected to be satisfied and waived on the Closing Date or one Business Day thereafter and (b) the Distribution is expected to be, the Combination is expected to be and the Contribution has been or is expected to be consummated on the Closing Date or one Business Day thereafter. (b) Since the date of the Business Combination Agreement, there shall not have occurred any Effect (as defined in the Business Combination Agreement as in effect on May 17, 2021) that, individually or in the aggregate, has had or would reasonably be expected to have an RMT Partner Material Adverse Effect (as defined in the Business Combination Agreement as in effect on May 17, 2021). (c) All fees and reimbursement of expenses invoiced no later than two Business Days prior to Closing Date related to the Transactions payable to the Arrangers, the Administrative Agent or the Lenders shall have been paid to the extent due. (d) The Arrangers shall have received (i) audited consolidated annual balance sheets and related statements of operations and comprehensive income, stockholders equity and cash flows of the Spinoff Business for the three most recently completed fiscal years ended at least 90 days before the Closing Date, (ii) unaudited interim consolidated balance sheets and related statements of operations and comprehensive income and cash flows of the Spinoff Business for any subsequent interim financial period ended at least 60 days prior to the Closing Date, and for the comparable period of the prior fiscal year, (iii) audited consolidated annual balance sheets and related statements of operations and comprehensive income, stockholders equity and cash flows of the Discovery Business for the three most recently completed fiscal years ended at least 60 days before the Closing Date, (iv) unaudited interim consolidated balance sheets and related statements of operations and comprehensive income and cash flows of the Discovery Business for any subsequent interim financial period ended at least 40 days prior to the Closing Date, and for the comparable period of the prior fiscal year and (v) customary unaudited pro forma financial statements of the Combined Business giving effect to the Transactions, as of the date of and for the period ending on the date of the latest financial statements pursuant to the above clauses, in each case as required by and prepared in compliance with Rule 3-05 and Article 11 of Regulation S-X under the Securities Act, as applicable, regardless of when Discovery is required to file such financial statements with the Securities and Exchange Commission, and in each of (i) through (v) meeting the requirements of Regulation S-X under the Securities Act. The public filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended of any of the foregoing financial statements, will satisfy the requirements under clauses (i), (ii), (iii) or (iv), as applicable, of the first sentence of this paragraph. The Arrangers hereby acknowledge receipt of the financial statements for the Discovery Business for the fiscal years ended December 31, 2020, December 31, 2019 and December 31, 2018 and for the fiscal quarter ended March 31, 2021. (e) The Administrative Agent shall have received a certificate of the chief financial officer or treasurer (or other comparable officer) of the Company substantially in the form of Exhibit L. (f) Solely with respect to the availability of up to $500,000,000 of the additional Commitments available on the Closing Date (the “Limited Conditionality Portion”), the Specified Representations shall be true and correct in all material respects on and as of the Closing Date (although any Specified Representation expressly relates to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be). (g) The Combination Transaction Representations shall be true and correct in all material respects on and as of the Closing Date (although any Combination Transaction Representation which expressly relates to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be).

Conditions to Closing Date. It shall be a condition to The occurrence of the Closing Date is subject to the conditions precedent that (a) there shall not have occurred a material adverse change since September 30, 2018 in the business, properties, financial condition or results of operations of Visa Inc. and its Subsidiaries taken as a whole and (b) the Administrative Agent shall have received (i) if any loans are outstanding under the Existing Agreement and if the Commitments of the Lenders hereunder differ from the commitments under the Existing Agreement, evidence that all amounts payable by the applicable Borrowers under the Existing Agreement have been (or concurrently with the making of the initial Loans will be) paid in full and the commitments of the lenders under the Existing Agreement have been (or concurrently with the making of the initial Loans will be) terminated, (ii) for the account of each Lender, any upfront fees previously agreed to between the applicable Borrowers and the Lenders, (iii) for the account of the Administrative Agent and the Arrangers, all fees which are then due and payable pursuant to the Fee Letters and (iv) each of the following conditions shall have been satisfied or waived as items, each of such date, and upon such satisfaction or waiver, this Agreement which shall be effective: originals or telecopies and/or .pdfs (afollowed promptly by originals, if applicable) this Agreement shall have been duly executed unless otherwise specified and each dated the Closing Date (except for any Beneficial Ownership Certification required to be delivered by under clause (I) below or in the parties hereto; (b) the VMTP Preferred Shares shall have case of certificates of governmental officials, a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on recent date before the Closing Date;): (cA) receipt The certificate of incorporation of each Borrower, together with all amendments, and, other than in the case of VEL, a certificate of good standing issued by the Purchaser state of opinion(sits incorporation, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (B) A certificate of the Chief Financial Officer, the Controller, the Secretary or the Assistant Secretary of each Borrower or, in the case of VEL, a certificate of a director, as to the by-laws or articles of association (as applicable) of counsel for such Borrower and resolutions of the Fund acceptable to Board of Directors of such ▇▇▇▇▇▇▇▇ (and any required resolutions or actions of any other body of such Borrower) authorizing the Purchaser;borrowings hereunder and the consummation of the transactions contemplated hereby. (dC) there An incumbency certificate, executed by the Secretary or Assistant Secretary of each Borrower or, in the case of a VEL, executed by a director, which shall have been delivered to identify by name and title and bear the Purchaser such information signatures of Authorized Officers and copies of documentsother officers, approvals (if any) and records certified, where appropriateapplicable, of trust and legal proceedings as such Borrower authorized to sign the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Loan Documents to which it such Borrower is a party, upon which certificate the Administrative Agent and the transactions contemplated hereby and thereby; (e) there each Lender shall have been delivered be entitled to the Fund such information and copies rely until informed of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened change in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedsuch ▇▇▇▇▇▇▇▇.

Conditions to Closing Date. It shall be a condition The obligation of the Lender to make the Loan on the Closing Date that each shall be subject to the satisfaction of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) The Lender’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed, and each in form and substance reasonably satisfactory to the Lender and its respective legal counsel: (i) counterparts of this Agreement shall have been Credit Agreement, sufficient in number for distribution to the Lender and the Borrower, duly executed and delivered by the parties heretoappropriate Loan Parties; (bii) the VMTP Preferred Shares shall have a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on Term Note duly executed by the Closing DateBorrower; (ciii) receipt a copy of the DIP Financing Order certified by the Purchaser clerk of opinion(s) of counsel for the Fund Bankruptcy Court, which Order shall be in the form and substance acceptable to the PurchaserLender and shall not have been reversed, amended, supplemented, modified, stayed or vacated; (div) there shall have been delivered to the Purchaser such information and copies certificates of documentsresolutions or other action, approvals (if any) and records certified, where appropriate, incumbency certificates and/or other certificates of trust and legal proceedings Responsible Officers of each Loan Party as the Purchaser Lender may have requested relating reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to the Fund’s entering into and performing act as a Responsible Officer in connection with this Credit Agreement and the other Related Loan Documents to which such Loan Party is a party or is to be a party; (v) a certificate of a Responsible Officer of each Loan Party either (A) listing all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and the transactions contemplated hereby such consents, licenses and therebyapprovals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (evi) there shall have been delivered such documents and certifications as the Lender may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Parties is validly existing and in good standing in its jurisdiction of organization; and (vii) a favorable opinion of [▇▇▇▇▇ & ▇▇▇▇▇▇▇] [general counsel of ATA], counsel to the Fund such information and copies of documentsLoan Parties, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating addressed to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a partyLender, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory acceptable to the Fund Lender and its counsel. (b) The Court shall have entered an enforceable order approving the terms and conditions of the Commitment Letter, the Loan Documents and the Purchaser; Transactions (iincluding without limitation, (a) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to finding that the issuance Lender is making the Loan in “good faith” within the meaning of Section 364(e) of the VMTP Preferred SharesBankruptcy Code, (b) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j364(c)(3) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption Bankruptcy Code, authorizing and Paying Agent granting the security interests and liens upon certain property of the Borrower’s estate defined under Section 541 of the Bankruptcy Code and otherwise described above, and (c) pursuant to Section 364(c)(1) of the Bankruptcy Code, the granting of the superpriority status and liens referred to herein, and (d) the automatic perfection of all liens referred to herein, the payment of all fees referred to herein, the first priority line referred to herein), such order to be in the form and substance satisfactory to the Fund Lender in its sole discretion and which shall not have been reversed, modified, amended or stayed without the prior written consent of the Lender. Such order shall also (a) approve the Loan Parties’ waiver of any and all claims and causes of action against the Lender (and its respective affiliates) directly related to any Loan or the negotiation of the terms thereof, and (b) prohibit subsequent granting of liens or priority status superior to, or pari passu with, those provided in connection with the Obligations. (c) The Lender shall have received the Business Plan and since October 8, 2005 the Borrower and the Purchaser;other Loan Parties shall have operated their respective business in a manner substantially consistent therewith. (d) The Lender shall have received a Lien on substantially all of the Borrower’s and each of the other Loan Parties’ assets and be satisfied that all such Liens are valid and effective and will be perfected and subordinate only to the Lien securing the ATSB Secured Claim and granted to the ATSB Lender Parties pursuant to the ATSB Cash Use Order, and the Lien of Southwest granted under the Southwest DIP Facility. (e) The Lender shall have received consents, in form and substance satisfactory to the Lender, from ATSB and Southwest pursuant to which ATSB and Southwest consent to the Transactions. (f) The Debtors shall have filed with the Bankruptcy Court the Amended Reorganization Plan and Disclosure Statement in connection therewith, and the Bankruptcy Court shall have entered the Approval Order. (g) United States Department of Transportation shall have advised the Lender and the Loan Parties, in writing, that the transactions contemplated by the Commitment Letter are not inconsistent with applicable law and rules and United States Department of Transportation’s practice. (h) All waiting periods imposed by applicable Law (including in particular, 49 USC 41720) in connection with the filing of the Codeshare Agreement shall have expired or been terminated without any action having been taken by any court of competent jurisdiction restraining, preventing or imposing materially adverse conditions upon such transactions. (i) The Lender shall have received an executed copy of the Codeshare Agreement and the related documentation. The Court shall have entered an enforceable order approving the terms and conditions of the Codeshare Agreement. (j) No Material Adverse Change shall have occurred. (k) except as disclosed No Event of Default or Default shall have occurred and be continuing or would result from the making of the Loan requested to be made on the Closing Date. (l) All of the representations and warranties contained herein and in the Information Statement other Loan Documents shall be true and complete in all material respects on and as of the Closing Date, both before and immediately after giving effect to the making of the Loan, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (m) There shall have been paid to the Lender all fees and expenses (including the reasonable legal fees of counsel to the Lender) payable to the Lender pursuant to the Commitment Letter for which an invoice has been submitted to the Borrower. (n) The Borrower and the other Loan Parties shall have received all material consents and authorizations required pursuant to any material Contractual Obligation with any other Person and shall have obtained all material permits of, and effected all notices to and filings with, any Governmental Authority as may be necessary to allow the Borrower lawfully (A) to execute, deliver and perform, in all material respects, their respective obligations hereunder, under the other Loan Documents to which each of them is, or shall be, a party and under each other agreement or instrument to be executed and delivered by each of them pursuant thereto or in Schedule II heretoconnection therewith, there (B) to consummate the Transactions and (C) to create and perfect the Liens on the Collateral in the manner and for the purpose contemplated by the Loan Documents. (o) The Closing Date shall have occurred on or before December [30], 2005. (p) No law, regulation, order, judgment, injunction, stay or decree of any Governmental Authority shall exist, and the Lender shall not be have received any notice that any action, suit, investigation, litigation or proceeding or investigation is pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which arbitrator or Governmental Authority which, in the good faith judgment reasonable determination of the party invoking this condition, Lender, (i) is purports to enjoin, prohibit, restrain or otherwise affect (A) the ability of the Borrower or any other Loan Party to perform their respective obligations hereunder and under each Loan Document in any way contesting ormaterial respect, if decided adversely, would affect (B) the validity making of any the Loan on the Closing Date or (C) the consummation of the transactions contemplated hereby or contemplated under the other Related Document to which the Fund is a party or this Agreement, Loan Documents or (ii) would be reasonably expected to result in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares;Material Adverse Change. (lq) receipt by The ATSB Lenders shall have entered into an agreement, the Purchaser terms and conditions of copies of all ISDA documentation which shall be satisfactory to the Lender, pursuant to which the Fund is a party including all trade confirmations and credit support annexes; (m) ATSB Lender Parties agree that the ATSB Secured Claim shall be restructured on the Effective Date as provided in the good faith judgment of ATSB Term Sheet, and any matters which are unresolved in the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there ATSB Term Sheet shall have been delivered resolved to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation satisfaction of the purchase Lender . (r) The Lender shall be reasonably satisfied with all motions, orders, and sale of other pleadings or related documents to be filed or submitted to the VMTP Preferred Shares pursuant Bankruptcy Court in connection with the Transactions. (s) The Gate Restructuring Term Sheet shall be in form and substance satisfactory to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedLender.

Conditions to Closing Date. It shall be a condition The effectiveness of this Agreement and the obligation of each Initial Term Lender to make its Initial Term Loan on the Closing Date that each is subject to satisfaction of the following conditions shall have been satisfied or waived precedent, except as of such date, otherwise agreed between the Company and upon such satisfaction or waiver, this Agreement shall be effectivethe Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of HGVI or the signing Loan Party, as applicable, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement and the First Lien Intercreditor Agreement; (iii) each Collateral Document set forth on Schedule 1.01C required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with all documents and instruments required to create and perfect the Collateral Agent’s security interests in the Collateral shall have been duly executed and delivered and, if applicable, be in proper form for filing (it being understood that, to the extent any security interest in any such Collateral is not or cannot be provided and/or perfected on the Closing Date (other than (1) the pledge and perfection of the security interest in the certificated equity interests of each of the Company’s wholly owned material U.S. Restricted Subsidiaries (to the extent required by the parties heretoCollateral and Guarantee Requirement and Section 6.11) (provided that, to the extent the Company has used commercially reasonable efforts to procure the delivery thereof prior to the Closing Date, certificated equity interests of the wholly owned material U.S. Restricted Subsidiaries of the Target, to the extent required by the Collateral and Guarantee Requirement and Section 6.11, will only be required to be delivered and/or perfected on the Closing Date pursuant to the terms set forth above if such certificated equity interests are received by the Company from the Target) and (2) other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after the Company’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be delivered within ninety (90) days (or such longer period as the Administrative Agent may agree in writing in its discretion) after the Closing Date) in accordance with, and as required by, Section 6.11; (biv) such certificates of good standing (to the VMTP Preferred Shares shall have extent such concept exists) from the applicable secretary of state of the state of organization of HGVI and each Loan Party, certificates or memorandums and articles of incorporation, certificates of limited LEGAL02/43062751v1 partnership or certificates of formation, including all amendments thereto, of HGVI and each Loan Party, certified (as of a long-term issue credit rating recent date), if applicable, by the Secretary of “Aa1” from Moody’s State (or other similar official) of the jurisdiction of its organization or incorporation, as the case may be, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of HGVI and long-term issue credit rating each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of “AA” from Fitch each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which HGVI or such Loan Party is a party or is to be a party on the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Conditions to Closing Date. It shall be a condition The obligations of the Lenders to make Loans to the Closing Date that Borrower hereunder shall not become effective until the date on which each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveis satisfied: (a) Each Lender (or counsel to the Lenders) shall have received from the Borrower (i) a counterpart of this Agreement signed by an Authorized Officer of the Borrower, (ii) to the extent requested by such Lender, its respective Note, substantially in the form of Exhibit A, made payable to such Lender in the amount of such Lender's Commitment and otherwise properly completed and executed by the Borrower and (iii) the NUI Refinancing Letter Agreement, substantially in the form of Exhibit C, signed by an Authorized Officer of NUI. (b) The Agent shall have received a favorable written opinions (addressed to the Agent and the Lenders and dated the Closing Date) of each of (i) White & Case LLP, special counsel for the Borrower and (ii) James Van Horn, General Counsel for the Borrower, in each case da▇▇▇ ▇▇ ▇▇ ▇▇▇ Closing Date and in form and substance reasonably satisfactory to the Agent, covering such matters relating to the Borrower, this Agreement or the Credit Events as the Agent shall reasonably request. Borrower hereby requests each of such counsel to deliver such opinion. (c) The Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Credit Events and any other legal matters relating to the Borrower, this Agreement or the Credit Events, all in form and substance reasonably satisfactory to the Agent and its counsel, including a certificate, duly certified as of the Closing Date by the secretary or assistant secretary of the Borrower, which certificate shall include or have attached to it (i) a certified copy (certified by the appropriate governmental official) of the Borrower's Certificate of Incorporation, or other like constituent document, which certification is dated not more than 30 days prior to the Closing Date, (ii) the By-Laws or other like constituent document of the Borrower in effect as of the Closing Date, (iii) the resolutions of the Borrower's Board of Directors authorizing the borrowings hereunder and the execution and delivery of this Agreement, the Notes, and all documents supplemental hereto and (iv) the names of the officers of the Borrower authorized to sign the Loan Documents and all supplemental documentation, and which contains a true signature of each such officer. (d) All fees payable to the Lenders and the Agent on or prior to the Closing Date shall have been duly paid by or on behalf of the Borrower. (e) Receipt by the Agent of a good standing certificate for the Borrower from the Secretary of State of the State of New Jersey, together with certificates issued by the secretary of state in each other jurisdiction where the Borrower is qualified to do business, in each case (i) dated not more than 30 days prior to the Closing Date and (ii) certifying that the Borrower is in good standing and is qualified to do business in, and has paid all franchise taxes or similar taxes due to, such states. (f) Receipt by the Agent of the certificate of the Borrower required pursuant to Section 4.07 of this Agreement and a Solvency Certificate in the form of Exhibit D hereto. (g) The representations and warranties of the Borrower contained in Article III and in the other Loan Documents executed and delivered by the parties hereto; Borrower in connection with the Closing shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (b) except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects on and as of the VMTP Preferred Shares specific date or times referred to therein), and, the Borrower shall have a longperformed, observed and complied with all covenants in all material respects and met the conditions hereof and contained in the other Loan Documents; no Default or Event of Default under this Agreement shall have occurred and be continuing or shall exist; except as disclosed in NUI's Form 10-term issue credit rating of “Aa1” from Moody’s K filed on December 31, 2002, its Form 10-Q's filed on February 14, 2003, May 15, 2003 and longAugust 14, 2003 and its Form 8-term issue credit rating of “AA” from Fitch K's filed on July 22, 2003, July 31, 2003 and September 26, 2003 with the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) Securities and Exchange Commission, no Material Adverse Change shall have occurred; and there shall have been be delivered to the Purchaser such information and copies Agent, for the benefit of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement each Lender and the other Related Documents Agent, a certificate of the Borrower, dated the Closing Date and signed by an Authorized Officer of the Borrower, to which it is each such effect. (h) The NUI Credit Agreement shall be in full force and effect, providing for a party"Total Commitment" thereunder of not less than $38,076,923.10. (i) All governmental and material third party approvals necessary in connection with the continuing operations of the Borrower or, and in the reasonable discretion of the Agent, advisable, in connection with the transactions contemplated hereby and thereby; (e) there shall have been delivered to obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Fund such information financing contemplated hereby. (j) The reasonable costs and copies expenses of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement Agent and the other Related Documents to which it is a party, and Lenders in connection with the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser preparation of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) Loan Documents payable on the Closing Date and pursuant to Section 2.03 hereof 9.03 and for which invoices have been presented shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser;. (k) except as disclosed in the Information Statement or in Schedule II hereto, there The Agent shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration)have received, in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered case reasonably satisfactory to the Purchaser any additional documentation and financial informationAgent, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and a projected operating model for the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.Borrower (including,

Conditions to Closing Date. It The Lenders’ Commitments shall not become effective hereunder unless all of the following conditions precedent have been satisfied (or waived in accordance with Section 10.01): (a) Unless waived by all the Lenders (or by the Administrative Agent), the Administrative Agent’s receipt of the following, unless otherwise specified, each properly executed by a Responsible Officer of the Borrower or of the applicable Guarantor (as applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement, signed on behalf of each party hereto or written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement; (ii) executed counterparts of the Guarantee, signed by each Material Subsidiary (other than a Foreign Subsidiary) or written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each Material Subsidiary (other than a Foreign Subsidiary) has signed the Guarantee; provided that for avoidance of doubt neither Parts Advantage nor VPT shall be required to be Guarantors as of the Closing Date; (iii) certified copies of resolutions or other action of the Board of Directors of the Borrower and each Guarantor, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of the Borrower and each Guarantor establishing the identities of and verifying the authority and capacity of each Responsible Officer thereof authorized to act as a condition Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower or Guarantor is a party; (iv) evidence verifying that the Borrower and each Guarantor is duly organized or formed, validly existing, in good standing and qualified to engage in business in the jurisdiction of its incorporation; (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has had or could reasonably be expected to have a Material Adverse Effect; (vi) an opinion of counsel to the Borrower and Guarantors, addressed to the Administrative Agent, Truist Bank as L/C Issuer and each of the Lenders, and covering such matters relating to the Borrower and Guarantors, the Loan Documents and the transactions contemplated therein as the Administrative Agent shall reasonably request; (vii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreement to the administrative agent three Business Days prior to the Closing Date (it being understood that each such notice may be conditioned upon closing of this Agreement), (B) that all amounts outstanding under the Existing Credit Agreement have been paid (including, without limitation, principal, interest and fees), provided that all such amounts may be repaid substantially simultaneously with Loan(s) advanced under this Agreement, and (C) that the “commitments” of the following conditions shall lenders under the Existing Credit Agreement have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by concurrently with the parties heretoClosing Date are being terminated; (bviii) the VMTP Preferred Shares shall have a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch duly executed Request for Credit Extension for any Credit Extension to be made on the Closing Date; (cix) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser;a duly executed funds disbursement agreement, if applicable; and (dx) there such other certificates, documents or consents as the Administrative Agent or Truist Bank as L/C Issuer reasonably require. (b) Any fees required to be paid on or before the Closing Date in connection herewith shall have been delivered paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating extent invoiced at least one Business Day prior to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect plus such additional amounts of Attorney Costs as shall constitute the Administrative Agent’s reasonable estimates of Attorney Costs incurred or to be incurred by each of them through the authorized signatories thereto; closing proceedings (g) receipt by provided that such estimate shall not thereafter preclude a final settling of accounts between the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund Borrower and the Purchaser Administrative Agent). Without limiting the generality of the Information Statement provisions of Section 4.01, for purposes of determining compliance with the conditions specified in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to this Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto4.01, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree Lender that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to has signed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the foregoing conditions Administrative Agent shall have been satisfied or waivedreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing Date. It shall be a condition The obligations of each Lender to make any extension of credit hereunder on the Closing Date that shall not become effective until the date on which each of the following conditions shall have been is satisfied (or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective:in accordance with Section 9.02): (a) The Administrative Agent shall have received from each Loan Party either (i) a counterpart of this Agreement shall have been duly executed and delivered by signed on behalf of such party or (ii) evidence satisfactory to the parties hereto;Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent and the VMTP Preferred Shares Arrangers shall have a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on received at least three (3) Business Days prior to the Closing Date;Date all documentation and other information about the Loan Parties as has been reasonably requested in writing at least ten (10) days prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable The Administrative Agent shall have received a certificate relating to the Purchaser;organization, existence and good standing of the Company and each other Loan Party, the authorization of the Transactions and other legal matters relating to the Company and each other Loan Party, the Loan Documents or the Transactions (as applicable), substantially in the form attached hereto as (x) in the case of the Designated Borrower as of the Closing Date, Exhibit J-1, and (y) in the case of the Company and the other Loan Parties (other than such Designated Borrower), Exhibit J-2. (d) there The Administrative Agent shall have been delivered received a customary favorable written opinions (addressed to the Purchaser such information Administrative Agent and copies the Lenders and dated the Closing Date) of documents▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, approvals (if any) counsel for the Loan Parties, as to matters of New York law and records certifiedEnglish law, where appropriate, of trust in each case in form and legal proceedings as the Purchaser may have requested relating substance reasonably satisfactory to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby;Administrative Agent. (e) there The Administrative Agent and the Arrangers shall have been delivered to the Fund such information and copies of documentsreceived (including, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser Company, by way of executed originals off-set against the proceeds of the Loans) all fees and other reasonable out-of-pocket amounts required to be paid on or copies of all Related Documents (other than this Agreement) prior to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect including, to the authorized signatories thereto; extent invoiced at least three (g3) receipt Business Days prior to the Closing Date (except as otherwise agreed to by the Fund of executed originals Company), payment or copies reimbursement of all Related Documents fees and reasonable out-of-pocket expenses (other than this Agreementincluding the reasonable and documented fees, charges and disbursements of counsel) required to which the Purchaser is a party, as in effect be paid or reimbursed by any Loan Party on or prior to the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

Conditions to Closing Date. It The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder shall be a condition to not become effective until the Closing Date that date on which each of the following conditions shall have been be satisfied (or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective:in accordance with the terms hereof): (a) this Agreement The Administrative Agent shall have been duly executed signed this Agreement, the Security Agreement, the Pledge Agreement, and delivered the Intercreditor Agreement and shall have received from each other Person that is to be a party thereto on the Closing Date a counterpart signed by such Person of this Agreement, the parties hereto;Security Agreement, the Pledge Agreement, and the Intercreditor Agreement. The Administrative Agent shall have received copies of UCC-1 financing statements with respect to each Loan Party, to be filed on the Closing Date in the appropriate filing offices. (b) the VMTP Preferred Shares The Administrative Agent shall have received a long-term issue credit rating of “Aa1” from Moody’s favorable written opinion in form and long-term issue credit rating of “AA” from Fitch on substance satisfactory to the Administrative Agent (addressed to the Administrative Agent and the Lenders and dated the Closing Date;) of (i) K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, counsel for the Borrower and (ii) local counsel in each jurisdiction in which a Loan Party is organized and the laws of which are not covered by the opinion referred to in clause (i) above. (c) receipt The Administrative Agent shall have received, in respect of each Loan Party, a certificate of such Loan Party, dated the Closing Date and executed by a secretary, an assistant secretary or other Authorized Officer of such Loan Party, attaching and certifying (i) a copy of the articles or certificate of incorporation, formation or organization or other comparable organizational document of such Loan Party, which shall be certified by the Purchaser appropriate Governmental Authority, (ii) a copy of opinion(sthe bylaws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Date, (iii) signature and incumbency certificates of counsel for the Fund acceptable to the Purchaser; officers of, or other authorized persons acting on behalf of, such Loan Party executing each Facility Document, (div) there shall have been delivered to the Purchaser such information and copies of documentsresolutions or written consent, approvals (if any) and records certified, where appropriateas applicable, of trust the board of directors or similar governing body of such Loan Party approving and legal proceedings as authorizing the Purchaser may have requested relating to the Fund’s entering into execution, delivery and performing performance of this Agreement and the other Related Facility Documents to which it is a party, and (v) a good standing certificate (or equivalent) from the transactions contemplated hereby applicable Governmental Authority of such Loan Party’s jurisdiction of organization, dated the Closing Date or a recent date prior thereto, all in form and thereby;substance reasonably satisfactory to the Administrative Agent. (ed) there The Administrative Agent shall have been delivered received a certificate, dated the Closing Date and signed by an Authorized Officer of the Borrower, certifying that (i) the representations and warranties of the Loan Parties set forth in the Facility Documents are true and correct in all material respects (or, in the case of any such representation or warranty under the Facility Documents already qualified as to materiality, in all respects) on and as of the Fund Closing Date (except in the case of any such information representation and copies warranty that expressly relates to a prior date, in which case such representation and warranty shall only be certified to be so true and correct in all material respects on and as of documents, approvals (if anysuch prior date) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (fii) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, no Default or Event of Default shall have occurred and an incumbency certificate be continuing. (e) The Agents, the Lenders and the members of the Ad Hoc Group (or, as applicable, their counsel and other advisors) shall have received (i) payment of all fees and other amounts due and payable by the Borrower or any of its Subsidiaries on or prior to the Closing Date pursuant to this Agreement or any commitment letter or fee letter entered into in connection herewith, and (ii) to the extent invoiced at least one Business Day before the Closing Date, payment or reimbursement of all reasonable out-of-pocket expenses, including the fees and expenses of counsel to the Agent and the Lenders, required to be paid or reimbursed by the Borrower or any of its Subsidiaries in accordance with this Agreement or any other agreement entered in connection with or further to the Transactions. (f) The Administrative Agent shall have received, at least two (2) Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities with respect to the authorized signatories thereto;Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) to the extent any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Loan Party, in each case, that has been reasonably requested by any Lender in writing at least five (5) Business Days prior to the Closing Date. (g) receipt by Holders of not less than 66 2/3% the Fund aggregate outstanding principal amount of executed originals or copies of all Related Documents Existing Notes (other than this Agreement) prior to which the Purchaser is a party, as in giving effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto;Exchange) shall have consented to the Existing Notes Supplemental Indenture and the Existing Notes Supplemental Indenture shall have become effective. The Exchange shall have or shall substantially simultaneously occur. (h) receipt by The Borrower and/or its applicable Subsidiaries shall have entered into a New Canadian Receivables SPV with aggregate commitments of at least CAD 100 million and such New Canadian Receivables SPV shall have become effective substantially concurrently with the Fund Closing Date. (i) Loan SPV shall have issued the Backstop Notes and shall have received proceeds thereof in an aggregate amount of at least $[***]. (j) The Borrower and/or its applicable Subsidiaries shall have entered into waivers or amendments with respect to each of the Existing First Heritage SPV Facility, the Existing Flexiti Securitization Notes, the Existing Flexiti SPV Facility, the Existing Heights SPV Facility and the Purchaser of the Information Statement Existing Revolving Canada SPV Facility (which waivers or amendments are in form and substance satisfactory to the Fund Lenders) and the Purchaser;all such waivers or amendments shall have become effective. (ik) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related The Borrower shall have delivered to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Administrative Agent a solvency certificate in the form and substance satisfactory to the Fund Lenders and demonstrating that the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II heretoBorrower is, there shall not be any actiontogether with its Subsidiaries, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares;Solvent. (l) receipt by The Borrower shall have delivered to the Purchaser of copies of all ISDA documentation to which Administrative Agent the Fund is a party including all trade confirmations and credit support annexes;Historical Financial Statements. (m) The Borrower shall have delivered to the Administrative Agent a 13-week cash flow projection for the Borrower and its Subsidiaries in form and substance, satisfactory to the Required Ad Hoc Group Lenders (the “Closing Date Projections”). (n) In order to evidence a continuing valid, perfected first priority security interest in the good faith judgment Collateral in favor of the party invoking this condition no change in lawCollateral Agent, rule or regulation (or their interpretation or administration)for the benefit of the Secured Parties, in each case, Loan Party shall have occurred after delivered to the date of this Agreement, which will materially and adversely affect Collateral Agent: (i) evidence satisfactory to the consummation Collateral Agent of the transaction contemplated compliance by this Agreementeach Loan Party of its obligations under the Security Agreement and the other Collateral Documents (including its obligations to execute and deliver UCC financing statements, intellectual property security agreements and originals of stock certificates in respect of Equity Interests (along with corresponding stock powers) and promissory notes in respect of pledged debt (along with allonges)); and (nii) there evidence that each Loan Party shall have been taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument in a proper form for filing, if applicable, reasonably required by the Collateral Agent. (o) The Administrative Agent shall have received a customary, executed payoff letter with respect to the Purchaser any additional documentation Bay Coast Revolving Credit Facility in form reasonably satisfactory to it, and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevantthe Bay Coast Revolving Credit Facility shall be terminated (and all Guarantees and Liens relating thereto released) substantially concurrently with the occurrence of the Closing Date. The Fund Administrative Agent shall notify the Loan Parties and the Purchaser agree that consummation Lenders of the purchase Closing Date, and sale of the VMTP Preferred Shares pursuant to this Agreement such notice shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedbe conclusive and binding.

Conditions to Closing Date. It shall be a condition The effectiveness of this Agreement is subject to the Closing Date that satisfaction or waiver of each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) this Agreement the Lenders shall have been duly executed and delivered by the parties hereto; (b) the VMTP Preferred Shares shall have a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement received in form and substance satisfactory to the Fund and Lenders, the Purchaser;following: (i) executed originals of each of: this Agreement, the reasonable Purchase Agreement, the Borrower Security Agreement, the Intercreditor Agreement and the Delta Loan Transfer Agreement, together with all schedules and exhibits thereto; (ii) the favorable written opinion or opinions with respect to the Operative Agreements and the transactions contemplated thereby of special counsel dated the Closing Date, addressed to the Facility Agent, the Security Trustee, the Borrower, the Arranger, the Structuring Agent and the Lenders, in form and substance reasonably satisfactory to special counsel to the Lenders, including: V▇▇▇▇▇ Price LLP, New York counsel to Wheels Up and M▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, counsel for Wilmington Trust, National Association, individually and in its capacity as Facility Agent, Security Trustee and trustee of the Borrower. (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof), if any, of the Borrower, the Guarantors, Wheels Up and each Issuer Group Member certified by their respective managing member, secretary or assistant secretary as of the Closing Date, approving and adopting the Operative Agreements to be executed by such Person, and authorizing the execution and delivery thereof; (iv) specimen signatures of directors, officers or trustees (as applicable) of the Borrower, the Guarantors, Wheels Up and each Issuer Group Member executing the Operative Agreements on behalf of the Borrower, the Guarantors, Wheels Up and each Issuer Group Member, certified by a Responsible Officer of such Person; (v) the Organizational Documents of the Borrower, the Guarantors, Wheels Up and each Issuer Group Member, certified as of a recent date by the Secretary of State or comparable official of its jurisdiction of organization or, in the case of Wheels Up, a Responsible Officer; (vi) certificates issued as of a recent date by the Secretaries of State or comparable officials of the respective jurisdictions of formation of the Borrower, the Guarantors, Wheels Up and each Issuer Group Member, as to the due existence (where applicable) and good standing (where applicable) of such Person; (vii) evidence that any fees, costs and/or expenses (including legal fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Sharesexpenses) payable on the Closing Date to the Facility Agent, the Security Trustee, the Arranger, the Structuring Agent and pursuant to Section 2.03 hereof shall the Lenders, have been paidpaid in full; (jviii) receipt UCC financing statements appropriate for filing in all places required by applicable law to perfect the Fund and the Purchaser of an opinion of counsel Liens of the Redemption Security Trustee under the Borrower Security Agreement as first priority Liens as to items of Collateral, and Paying Agent such other documents and/or evidence of other actions as may be necessary or desirable under applicable law or as the Security Trustee may require to perfect the Liens of the Security Trustee under the Borrower Security Agreement as a first priority Lien in and to such other Collateral (subject to the limitations set forth in the form and substance satisfactory to the Fund and the PurchaserBorrower Security Agreement); (kb) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good good-faith judgment of the party invoking this conditionLenders, (i) is in any way contesting orthe Borrower shall have received all approvals, if decided adverselyconsents and waivers, would affect and shall have made or given all necessary filings and notices as shall be required to consummate the validity transactions contemplated hereby without the occurrence of any other Related Document default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Government Entity or arbitral authority or (B) any agreement, document or instrument to which the Fund Borrower is a party or this Agreement, or (ii) in by which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment any of Liquidation Preference of or dividends on the VMTP Preferred Sharesits properties is bound; (lc) receipt by the Purchaser representations and warranties of copies the Borrower, the Issuer Group Members, the Guarantor and Delta set forth in each of the Operative Agreements shall be true and correct in all ISDA documentation to which material respects on and as of the Fund is a party including all trade confirmations and credit support annexesClosing Date; (md) no Material Adverse Change has occurred with respect to the Borrower, the Guarantors, Wheels Up or Delta; (e) the Lenders shall have received confirmation that the fees and disbursements of Milbank LLP, counsel to the Lenders, have been paid by or on behalf of Wheels Up; (f) at least two (2) days prior to the Closing Date, the Borrower shall deliver a Beneficial Ownership Certification in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration)relation to itself and/or any Issuer Group Member, in each casecase if such entity qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; (g) upon the reasonable request of any Lender, the Facility Agent or the Security Trustee made at least five (5) Business Day prior to the Effective Date, the Borrower shall have occurred after provided to such Lender, the date of this AgreementFacility Agent or the Security Trustee (i) the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, which will materially and adversely affect including the consummation of the transaction contemplated by this AgreementPATRIOT Act; and (nh) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation all of the purchase and sale conditions precedent set forth in Section 3.1 of the VMTP Preferred Shares pursuant to this Participation Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedwaived by the Lenders.

Conditions to Closing Date. It The Lenders’ Commitments shall be a condition to the Closing Date that each not become effective hereunder unless all of the following conditions shall precedent have been satisfied (or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective:in accordance with Section 10.01): (a) this Agreement shall have been duly executed and delivered Unless waived by all the Lenders (or by the parties hereto; Administrative Agent), the Administrative Agent’s receipt of the following, unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (b) where applicable), each dated the VMTP Preferred Shares shall have Closing Date (or, in the case of certificates of governmental officials, a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on recent date before the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement each in form and substance satisfactory to the Fund and the Purchaser;Administrative Agent: (i) executed counterparts of this Agreement, signed on behalf of each party hereto or written evidence (which, subject to Section 10.11, may include any Electronic Signatures transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page) that each party hereto has signed a counterpart of this Agreement; (ii) certified copies of resolutions or other action of the reasonable fees Board of Directors of the Borrower, incumbency certificates and/or other certificates of the Secretary or Assistant Secretary of the Borrower establishing the identities of and expenses verifying the authority and all capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other amounts Loan Documents to which the Borrower is a party; (including reasonable attorneys’ fees iii) evidence verifying that the Borrower is duly organized or formed, validly existing, in good standing and expenses related qualified to engage in business in the jurisdiction of its incorporation; (iv) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has had or would reasonably be expected to have a Material Adverse Effect; and (C) the current Senior Debt Ratings; (v) an opinion of counsel to the issuance Borrower, addressed to the Administrative Agent and each of the VMTP Preferred SharesLenders, and covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated therein as the Administrative Agent shall reasonably request; (vi) payable [reserved]; (vii) a duly executed Request for Credit Extension for any Credit Extension to be made on the Closing Date, if applicable; (viii) a duly executed funds disbursement agreement, if applicable; (ix) (A) at least five days prior to the Closing Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least 15 business days prior to the Closing Date and (B) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 15 business days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ix) shall be deemed to be satisfied); and (x) evidence reasonably satisfactory to the Administrative Agent that arrangements have been made by the Borrower or its counsel for the payment of the Florida documentary stamp tax in respect of each promissory note provided to a requesting Lender pursuant to Section 2.03 hereof 2.10(b) on or about the Closing Date. (b) Any fees required to be paid on or before the Closing Date in connection herewith shall have been paid;. (jc) receipt Unless waived by the Fund Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced at least one Business Day prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute the Administrative Agent’s reasonable estimates of Attorney Costs incurred or to be incurred by each of them through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Purchaser of an opinion of counsel Administrative Agent). Without limiting the generality of the Redemption and Paying Agent provisions of Section 4.01, for purposes of determining compliance with the conditions specified in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II heretothis Section 4.01, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree Lender that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to has signed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the foregoing conditions Administrative Agent shall have been satisfied or waivedreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing Date. It No Lender, the Administrative Agent or the Collateral Custodian shall be a condition obligated to the Closing Date that each of take, fulfill or perform any other action hereunder, until the following conditions shall have been satisfied satisfied, in the sole discretion of, or waived as of such datein writing, and upon such satisfaction or waiver, this Agreement shall be effectiveby the Administrative Agent: (a) this This Agreement and the other Transaction Documents shall have been duly executed by, and delivered by to, the parties heretothereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement; (b) the VMTP Preferred Shares The Administrative Agent shall have received satisfactory evidence that the Borrower, the Related Fund and the InvestmentCollateral Manager have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby or thereby; (c) The Borrower and the InvestmentCollateral Manager shall each have delivered to the Administrative Agent a long-term issue credit rating certification in the form of “Aa1” from Moody’s Exhibit D, and long-term issue credit rating such certification shall, with respect to the InvestmentCollateral Manager, include a representation that the InvestmentCollateral Manager has neither incurred nor suffered to exist any Indebtedness as of “AA” from Fitch on the Closing Date; (cd) receipt by The Borrower and the Purchaser of opinion(s) of counsel for the Fund acceptable InvestmentCollateral Manager shall each have delivered to the PurchaserAdministrative Agent a certificate as to whether such entity is Solvent in the form of Exhibit C; (de) there The InvestmentCollateral Manager shall have been delivered to the Purchaser such information Administrative Agent certification that no Default, Event of Default, Change of Control or InvestmentCollateral Manager Termination Event has occurred and copies is continuing; (f) The Administrative Agent shall have received the executed legal opinion or opinions of documents▇▇▇▇▇▇, approvals (if any) and records certified▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating counsel to the Fund’s entering into and performing Loan Parties, covering (A) enforceability of this Agreement and the other Related Transaction Documents, (B) true sale and non-consolidation matters, and (C) UCC and perfection matters; in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion; (g) The Borrower and the Administrative Agent shall have executed the Fee Letter, and the Borrower shall have paid all fees due and unpaid under the Fee Letter; (h) The Borrower and the Collateral Custodian shall have executed the Collateral Custodian Fee Letter, and the Borrower shall have paid all fees due and unpaid under the Collateral Custodian Fee Letter; (i) Each applicable Lender shall have received a duly executed copy of its Note, in a principal amount equal to the Commitment of such Lender; (j) The Administrative Agent shall have received a secretary’s certificate of each Loan Party (i) that includes a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors of such Loan Party authorizing (A) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, and (B) the transactions borrowings contemplated hereby thereunder, and thereby; a certification that such resolutions have not been amended, modified, revoked or rescinded, (eii) that includes a copy of the Governing Documents of such Loan Party and a certification that, except as disclosed therein, there shall have has not been delivered any amendment, modification or supplement to such Governing Documents, (iii) that includes a certification as to the Fund incumbency and signature of the officers of such information Loan Party executing any Transaction Document and copies (iv) that includes certificates dated as of documentsa recent date from the Secretary of State or other appropriate authority, approvals evidencing the good standing of such Loan Party (if anyA) in the jurisdiction of its organization and records certified(B) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (B), where appropriatethe failure to so qualify could not be reasonably expected to have a Material Adverse Effect, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement shall be in form and substance satisfactory to the Fund Administrative Agent and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance shall be executed by a Responsible Officer of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchasersuch Loan Party; (k) except as disclosed in The Administrative Agent shall have received the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (results of a recent search by a Person satisfactory to the knowledge Administrative Agent, of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority UCC, judgment and tax lien filings which in the good faith judgment may have been filed with respect to personal property of the party invoking this conditionBorrower and Related Fund, (i) is in any way contesting or, if decided adversely, would affect and bankruptcy and pending lawsuits with respect to the validity Borrower and Related Fund and the results of any other Related Document such search shall be satisfactory to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred SharesAdministrative Agent; (l) receipt by The Administrative Agent shall have received evidence that the Purchaser of copies of all ISDA documentation Borrower has received in writing from the Related Fund confirmation that the Related Fund will not cause the Borrower to which file a voluntary petition under the Fund is a party including all trade confirmations and credit support annexesBankruptcy Code or Insolvency Laws; (m) The Administrative Agent shall have received confirmation from third-party counsel that: (i) the facility as described herein does not represent an ownership interest in the good faith judgment Borrower pursuant to the ▇▇▇▇▇▇▇ Rule; (ii) the Administrative Agent’s role in the facility is not prohibited by the ▇▇▇▇▇▇▇ Rule; (iii) the structure of the party invoking this condition no change in lawfacility is compliant with the promulgations of the ▇▇▇▇▇▇▇ Rule and (iv) other regulations as applicable. (n) The results of the due diligence procedures, rule or regulation (or their interpretation or administration)as carried out by the Administrative Agent, are satisfactory to the Administrative Agent, in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreementits reasonable discretion; and (no) there All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have been delivered to received such other documents and legal opinions in respect of any aspect or consequence of the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, transactions contemplated hereby or thereby as it shall reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waivedrequest.

Conditions to Closing Date. It shall be a condition The effectiveness of this Agreement is subject to the Closing Date that each satisfaction or waiver of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, e-mails (in a .pdf format followed promptly by originals), or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Designated Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement shall have been duly executed and delivered by the parties heretoAgreement; (bii) a Note executed by the VMTP Preferred Shares shall have Borrower in favor of each Lender that has requested a long-term issue credit rating Note at least two Business Days in advance of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on the Closing Date; (ciii) receipt by a certificate of the Purchaser Secretary or an Assistant Secretary of opinion(s) of counsel for the Fund acceptable Borrower certifying as to the Purchaser; (d) there shall have been delivered names, offices and true signatures of the Designated Officers of the Borrower authorized to the Purchaser such information execute and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing deliver this Agreement and the other Related Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized, a certificate of good standing with respect to the Borrower in its jurisdiction of incorporation and a certificate of good standing showing that the Borrower is in good standing as a foreign corporation in Ohio; (v) a favorable opinion of internal counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request; and (vi) a certificate signed by a Designated Officer of the Borrower (A) setting forth resolutions adopted by the Borrower’s board of directors authorizing the execution, delivery and performance of the Loan Documents by the Borrower, (B) certifying that the representations and warranties contained in Article V are true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which it is a partycase they shall be true and correct in all material respects as of such earlier date, and (C) no Default has occurred and is continuing. (i) Upon the transactions contemplated hereby reasonable request of any Lender made at least five days prior to the Closing Date, the Borrower shall have provided to such Lender, and thereby;such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two days prior to the Closing Date and (ii) at least two days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation then the Borrower shall have delivered to each Lender that so requests a Beneficial Ownership Certification. (c) Any fees required to be paid on or before the Closing Date pursuant to the Fee Letter shall have been paid. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees, charges and disbursements of a single counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (e) there shall have Evidence that the Existing Credit Agreement has been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate concurrently with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date is being terminated and pursuant to Section 2.03 hereof shall all obligations under the Existing Credit Agreement have been paid; (j) receipt by or concurrently with the Fund and Closing Date are being released. Without limiting the Purchaser of an opinion of counsel generality of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge provisions of the Fund) overtly threatened last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this conditionSection 4.01, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree Lender that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to has signed this Agreement shall constitute acknowledgment that be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the foregoing conditions Administrative Agent shall have been satisfied or waivedreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing Date. It Each Lender’s respective Commitments hereunder shall be a condition become effective, on the terms and subject to the Closing Date that each other conditions set forth herein, upon the satisfaction or waiver (in accordance with Section 10.01) of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) The Administrative Agent shall have received all of the following, each of which shall be originals or facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Administrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its Subsidiaries, giving effect to the Transactions): (i) executed counterparts of (A) this Agreement from the Borrower, (B) the Guaranty from each Guarantor and (C) the Security Agreement from the Borrower and each Guarantor; together with (subject to the last paragraph of this Section 4.01): (A) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and the Guarantors created under the Security Agreement and the Pledge Agreement, covering the Collateral described in the Security Agreement or the Pledge Agreement, as applicable, (B) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and delivered UCC-3 termination statements), and (C) the Pledge Agreement, duly executed by the parties hereto;Borrower and the Guarantors, together with (subject to the last paragraph of this Section 4.01) certificates, if any, representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank, (bii) such customary certificates of resolutions or other action authorizing the VMTP Preferred Shares shall have execution, delivery and performance of the Loan Documents to which such Person is a long-term issue credit rating party and, in the case of “Aa1” from Moody’s the Borrower, the borrowings and long-term issue credit rating other transactions hereunder, incumbency certificates and/or other certificates of “AA” from Fitch on Responsible Officers of the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information Borrower and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings each Guarantor as the Purchaser Administrative Agent may have requested relating reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to the Fund’s entering into and performing act as a Responsible Officer in connection with this Agreement and the other Related Loan Documents to which it each of the Borrower and the Guarantors is a party or is to be a party, and the transactions contemplated hereby and thereby; (eiii) there shall have been delivered to the Fund such information documents and copies of documentscertifications (including Organization Documents and, approvals (if anyapplicable, good standing certificates) and records certified, where appropriate, of trust and legal proceedings as the Fund Administrative Agent may have requested relating reasonably require to evidence that the Purchaser’s entering into Borrower and performing this Agreement and the other Related Documents to which it each Guarantor is a partyduly organized or formed, and the transactions contemplated hereby that each of them is validly existing and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (in good standing, except, other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories theretoBorrower, to the extent that failure to be in good standing could not reasonably be expected to have a Material Adverse Effect; (giv) receipt by the Fund a Committed Loan Notice and a Letter of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a partyCredit Application, as if applicable, in effect on the Closing Date, and an incumbency certificate with respect each case relating to the authorized signatories theretoinitial Credit Extension; (hv) receipt by the Fund and the Purchaser a solvency certificate from a financial officer of the Information Statement Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I; (vi) an opinion of Debevoise & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to each Lender, in form and substance reasonably satisfactory to the Fund and the PurchaserAdministrative Agent; (ivii) opinions of local counsel for the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred SharesLoan Parties listed on Schedule 4.01(a) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent hereto, in the form and substance reasonably satisfactory to the Fund and the Purchaser;Administrative Agent; and (kviii) except as disclosed opinions of FCC counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) Since (x) December 31, 2012 through the date of the Purchase Agreement, there has not occurred any event, development, change or effect that has had or could reasonably be expected to have, individually or in the Information Statement or in Schedule II heretoaggregate, a Target Material Adverse Effect and (y) the date of the Purchase Agreement, there shall not be any action, suit, proceeding or investigation pending or have occurred a Target Material Adverse Effect. (c) The Borrower and each Guarantor shall have provided the documentation and other information reasonably requested in writing at least ten (10) days prior to the knowledge of Closing Date by the Fund) overtly threatened Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in writing against each case at least three Business Days prior to the Fund in any court Closing Date (or before any governmental authority which in such shorter period as the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares;Administrative Agent shall otherwise agree). (ld) receipt by All actions necessary to establish that the Purchaser of copies of all ISDA documentation Collateral Agent will have a perfected security interest (subject to which no Liens other than the Fund is a party including all trade confirmations and credit support annexes; (mLiens permitted under Section 7.01) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration)Collateral shall have been taken, in each case, shall have occurred after to the date extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; andSection 4.01. (ne) there The Acquisition shall have been delivered consummated, or substantially simultaneously with the initial borrowing under the Facilities, shall be consummated, in all material respects in accordance with the terms of the Purchase Agreement, without giving effect to any modifications or amendments, or any consents or waivers thereunder by the Borrower that are materially adverse to the Purchaser Lenders or the Arrangers without the prior consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it is understood and agreed that any additional documentation and financial information, including satisfactory responses change in the purchase price in connection with the Acquisition shall not be deemed to its due diligence inquiries, as it reasonably deems relevant. The Fund be materially adverse to the interests of the Lenders and the Purchaser agree Arrangers; provided that consummation (A) any reduction of the purchase and sale price to the extent resulting in a lower cash funding by the Borrower shall be allocated to a reduction of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that Term Facility, and (B) any increase in purchase price may be funded with the foregoing conditions have been satisfied Borrower’s cash or waivedthe Net Cash Proceeds of any Permitted Equity Issuance.

Conditions to Closing Date. It Each Lender’s respective Commitments hereunder shall be a condition become effective, on the terms and subject to the Closing Date that each other conditions set forth herein, upon the satisfaction or waiver (in accordance with Section 10.01) of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effectiveprecedent: (a) The Administrative Agent shall have received all of the following, each of which shall be originals or facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Administrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its Subsidiaries, giving effect to the Transactions): (i) executed counterparts of (A) this Agreement from the Borrower, (B) the Guaranty from each Guarantor and (C) the Security Agreement from the Borrower and each Guarantor; together with (subject to the last paragraph of this Section 4.01): (A) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and the Guarantors created under the Security Agreement and the Pledge Agreement, covering the Collateral described in the Security Agreement or the Pledge Agreement, as applicable, (B) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and delivered UCC-3 termination statements), and (C) the Pledge Agreement, duly executed by the parties hereto;Borrower and the Guarantors, together with (subject to the last paragraph of this Section 4.01) certificates, if any, representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank, (bii) such customary certificates of resolutions or other action authorizing the VMTP Preferred Shares shall have execution, delivery and performance of the Loan Documents to which such Person is a long-term issue credit rating party and, in the case of “Aa1” from Moody’s the Borrower, the borrowings and long-term issue credit rating other transactions hereunder, incumbency certificates and/or other certificates of “AA” from Fitch on Responsible Officers of the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information Borrower and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings each Guarantor as the Purchaser Administrative Agent may have requested relating reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to the Fund’s entering into and performing act as a Responsible Officer in connection with this Agreement and the other Related Loan Documents to which it each of the Borrower and the Guarantors is a party or is to be a party, and the transactions contemplated hereby and thereby; (eiii) there shall have been delivered to the Fund such information documents and copies of documentscertifications (including Organization Documents and, approvals (if anyapplicable, good standing certificates) and records certified, where appropriate, of trust and legal proceedings as the Fund Administrative Agent may have requested relating reasonably require to evidence that the Purchaser’s entering into Borrower and performing this Agreement and the other Related Documents to which it each Guarantor is a partyduly organized or formed, and the transactions contemplated hereby that each of them is validly existing and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (in good standing, except, other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories theretoBorrower, to the extent that failure to be in good standing could not reasonably be expected to have a Material Adverse Effect; (giv) receipt by the Fund a Committed Loan Notice and a Letter of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a partyCredit Application, as if applicable, in effect on the Closing Date, and an incumbency certificate with respect each case relating to the authorized signatories theretoinitial Credit Extension; (hv) receipt by the Fund and the Purchaser a solvency certificate from a financial officer of the Information Statement Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I; (vi) an opinion of Debevoise & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to each Lender, in form and substance reasonably satisfactory to the Fund and the PurchaserAdministrative Agent; (ivii) opinions of local counsel for the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred SharesLoan Parties listed on Schedule 4.01(a) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent hereto, in the form and substance reasonably satisfactory to the Fund and the Purchaser;Administrative Agent; and (kviii) except as disclosed opinions of FCC counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) Since (x) December 31, 2012 through the date of the Purchase Agreement, there has not occurred any event, development, change or effect that has had or could reasonably be expected to have, individually or in the Information Statement or in Schedule II heretoaggregate, a Target Material Adverse Effect and (y) the date of the Purchase Agreement, there shall not be any action, suit, proceeding or investigation pending or have occurred a Target Material Adverse Effect. (c) The Borrower and each Guarantor shall have provided the documentation and other information reasonably requested in writing at least ten (10) days prior to the knowledge of Closing Date by the Fund) overtly threatened Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in writing against each case at least three Business Days prior to the Fund in any court Closing Date (or before any governmental authority which in such shorter period as the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares;Administrative Agent shall otherwise agree). (ld) receipt by All actions necessary to establish that the Purchaser of copies of all ISDA documentation Collateral Agent will have a perfected security interest (subject to which no Liens other than the Fund is a party including all trade confirmations and credit support annexes; (mLiens permitted under Section 7.01) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration)Collateral shall have been taken, in each case, shall have occurred after to the date extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; andSection 4.01. (ne) there The Acquisition shall have been delivered consummated, or substantially simultaneously with the initial borrowing under the Facilities, shall be consummated, in all material respects in accordance with the terms of the Purchase Agreement, without giving effect to any modifications or amendments, or any consents or waivers thereunder by the Borrower that are materially adverse to the Purchaser Lenders or the Arrangers without the prior consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it is understood and agreed that any additional documentation and financial information, including satisfactory responses change in the purchase price in connection with the Acquisition shall not be deemed to its due diligence inquiries, as it reasonably deems relevant. The Fund be materially adverse to the interests of the Lenders and the Purchaser agree Arrangers; provided that consummation (A) any reduction of the purchase and sale price to the extent resulting in a lower cash funding by the Borrower shall be allocated to a reduction of the VMTP Preferred Shares Term Facility, and (B) any increase in purchase price may be funded with the Borrower’s cash or the Net Cash Proceeds of any Permitted Equity Issuance. (f) The Specified Purchase Agreement Representations shall be true and correct in all material respects. (g) The Specified Representations shall be true and correct in all material respects. (h) The Transaction Refinancings shall have been, or substantially contemporaneously with the initial borrowing hereunder, shall be consummated. (i) All fees required to be paid on the Closing Date pursuant to this Agreement the Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, to the extent invoiced in reasonable detail at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall, upon the initial borrowing under the Facility, have been paid (which amounts may be offset against the proceeds of the Facility). (j) The Arrangers shall constitute acknowledgment have received (a) audited consolidated balance sheets of the Borrower and related statements of operations, stockholders’ equity and cash flows of the Borrower for the three (3) most recently completed Fiscal Years ended at least 120 days before the Closing Date; provided (i) that the foregoing conditions financial statements in respect of the Fiscal Years ended December 2010 and 2011 are not required to be audited and (ii) such audited financial statements may include a disclaimer of opinion arising out of the scope limitation of the audit substantially similar to that set forth in the Report of Independent Auditors dated as of May 31, 2013), (b) unaudited combined balance sheets of the Target and related statements of operations, stockholders’ equity and cash flows of the Target for the three (3) most recently completed fiscal years ended at least 120 days before the Closing Date, (c) audited consolidated balance sheets of Local TV, LLC (“Local”), for the two (2) most recently completed fiscal years ended at least 120 days before the Closing Date and the related consolidated audited statements of operations and cash flows of Local for the three (3) most recently completed fiscal years ended at least 120 days before the Closing Date (such financial statements referenced in this clause (c), the “Local TV Audited Financial Statements”), (d) audited consolidated balance sheets of FoxCo Acquisition, LLC (“FoxCo”), for the two (2) most recently completed fiscal years ended at least 120 days before the Closing Date and the related consolidated audited statements of operations and cash flows of FoxCo for the three (3) most recently completed fiscal years ended at least 120 days before the Closing Date (such financial statements referenced in this clause (d), the “FoxCo Audited Financial Statements”), (e) unaudited consolidated balance sheets and related statements of operations and cash flows of the Borrower, for each subsequent fiscal quarter after the most recent completed fiscal year for which financials have been delivered pursuant to clause (a) above ended at least 60 days before the Closing Date (other than any fiscal fourth quarter) (the “Tribune Quarterly Financial Statements”) and (f) unaudited consolidated balance sheets and related statements of operations and cash flows of each of the Target, Local and FoxCo for each subsequent fiscal quarter after the most recent completed fiscal year for which financials have been delivered pursuant to clauses (b), (c) and (d) above ended at least 60 days before the Closing Date (other than any fiscal fourth quarter). (k) The Arrangers shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Borrower and its Subsidiaries (based on the financial statements of the Borrower and the Target referred to in clause (j) above) as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 60 days prior to the Closing Date (or, if the most recently completed fiscal period is the end of a fiscal year, ended at least 120 days before the Closing Date), prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or waived.other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto. Notwithstanding anything herein to the contrary, it is understood that, other than with respect to any UCC Filing Collateral (as defined below) or the pledge and perfection of the security interest in the Stock Certificates, to the extent any Lien on any Collateral is not or cannot be provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be delivered after the Closing Date in accordance with Sections 6.14 and 6.16; provided that the Borrower shall have delivered all Stock Certificates to the Administrative Agent on or prior to the Closing Date, but with respect to the Target and its Subsidiaries only to the extent received from the Sellers after the Borrower’s use of commercially reasonable efforts to obtain them on the Closing Date. For purposes of this paragraph, “UCC Filing