Common use of Effectiveness of Commitments Clause in Contracts

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereof), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereof), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents (other than the Collateral Agent Fee Letter) to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, Provider and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator Administrator, the Custodian and the Document Custodian and (iii) Holland & Knight Eversheds ▇▇▇▇▇▇▇▇▇▇ (US) LLP, Maryland counsel to the Document CustodianServices Provider and the Seller, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date or the Initial Borrowing Date (as applicable) pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]The Administrative Agent shall have received a letter from S&P addressed to the Borrower confirming that the S&P rating of the Revolving Loans is at least “AA” (sf) no later than the Closing Date. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders The Bank of Nova Scotia (or any designated Affiliate), Document Custodian ) and Administrative Agent, as applicable, on the Closing Initial Borrowing Date pursuant to the Fee Letter, the Document Custodian Engagement Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Engagement Fee Letter and the Document Custodian Administrative Agent Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder Provider and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder Provider and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the The Administrative Agent, each Lender Agent and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents (other than the Collateral Agent Fee Letter) to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) Parties from (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, the Retention Provider and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Eversheds ▇▇▇▇▇▇▇▇▇▇ (US) LLP, Maryland counsel to the Services Provider, Seller and the Retention Provider, (iv) Holland & Knight LLP, New York and Delaware counsel to the Document Custodian, and (v) ▇▇▇▇▇▇, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel to the Borrower, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders The Bank of Nova Scotia (or any designated Affiliate), Document Custodian ) and the Administrative Agent, as applicable, Agent on the Closing Date pursuant to the Fee Letter, the Document Custodian Engagement Fee Letter and the Administrative Agent Fee Letter Letter, as applicable, and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter Letters and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (gf) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (DC) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (hg) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder Provider and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder Provider and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (ih) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (ji) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (j) [Reserved.] (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the The Administrative Agent, each Lender Agent and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and Custodian any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (n) The Agents shall have received a letter from S&P addressed to the Borrower confirming that the S&P rating of each of the Revolving Loans and the Term Loans is at least “AA (sf)” no later than the Closing Date.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereof), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]The Administrative Agent shall have received a letter from S&P addressed to the Borrower confirming that the Loans have been assigned a rating of at least “AA” (sf). (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents (other than the Collateral Agent Fee Letter) to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for . The Administrative Agent shall have received the Collateral Agent Fee Engagement Letter which shall be duly executed and delivered within thirty (30) days by all of the Closing Dateparties thereto. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Dechert LLP, counsel to the Borrower, the Services Provider, Provider and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian (iii) Eversheds ▇▇▇▇▇▇▇▇▇▇ (US) LLP, Maryland counsel to the Services Provider and Seller and (iiiiv) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Agents shall have received a letter from S&P addressed to the Borrower confirming that the Loans have been assigned a rating of “AA(sf)”. (e) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders Administrative Agent and the Structuring Agent (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, ) on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating AgencyS&P, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (DC) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder Provider and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder Provider and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the [Reserved]. (l) The Administrative Agent, each Lender Agent and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (lm) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (mn) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and Custodian any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date or in a form suitable for filing (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents and Lenders shall have received legal opinions (addressed to each of the Secured Parties) from (i) ▇L▇▇▇▇▇ & ▇W▇▇▇▇▇▇ LLP, special New York counsel to the Borrower, the Services Provider, and the Seller (including, including without limitation, limitation a true sale contribution and non-consolidation opinions)opinion, (ii) R▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., counsel to the Servicer, the Retention Provider, the Transferor and the Parent, and (iii) N▇▇▇▇ P▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and Administrator, the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders The Bank of Nova Scotia (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, ) on the Closing Date pursuant to the Fee Letter, the Document Custodian Upfront Lender Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Upfront Lender Fee Letter and the Document Custodian Administrative Agent Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur shall be satisfied when each of the following conditions is satisfied (or waived by the Administrative Facility Agent and each Lender in accordance with the terms hereofnotice to S&P), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Facility Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents (other than the Collateral Agent Fee Letter) to be executed and delivered on the Closing Date, each Date duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Facility Agent) under the UCC in all jurisdictions that the Administrative Facility Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured PartiesParties and S&P) from (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Borrower, the Retention Provider, the Seller and the Services Provider, and the Seller including without limitation (including, without limitation, A) true sale opinions relating to the Sale and Contribution Agreement, and (B) a non-consolidation opinions)opinion, (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and Administrator, the Custodian and the Document Custodian, (iii) Holland ▇▇▇▇▇▇, Nichols, Arsht & Knight ▇▇▇▇▇▇▇ LLP, Delaware counsel to the Document CustodianBorrower and (iv) Eversheds ▇▇▇▇▇▇▇▇▇▇ (US) LLP, Maryland counsel to the Retention Provider, the Seller and the Services Provider, each covering such matters as the Administrative Facility Agent and its counsel shall reasonably request. (d) The Administrative Facility Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, established and (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so depositedeffect. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and Agent, acting at the direction of the Blackstone Asset Based Finance Representative, on behalf of each Lender in accordance with the terms hereofnotice to KBRA), each document to be dated the Closing Date (unless otherwise indicated) and is delivered to the relevant Persons indicated below, and each document and other condition or evidence to be described below is in form and substance reasonably satisfactory to the Administrative Agenteach Lender: (a) The Agents and ▇▇▇▇▇▇▇ shall have received counterparts of (i1) this Agreement duly executed and delivered by all of the parties hereto and (ii2) each of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents Administrative Agent and Lenders shall have received (i1) proper financing statements, statements (which shall be duly filed on or before within five Business Days after the Closing Date (Date), and the Borrower Credit Parties hereby consents consent to such filing by the Collateral Agent Blackstone Asset Based Finance Representative (or its representativecounsel)) , under the UCC in for all jurisdictions that the Administrative Agent reasonably deems Lenders deem necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii2) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower Credit Parties or any other transferortransferor of the Collateral. A copy of each financing statement described in preceding clause (1) of this paragraph shall simultaneously be provided to the U.S. Collateral Agent and the Administrative Agent. (c) The Agents and the Lenders shall have received legal opinions (addressed to each of the Secured PartiesParties and KBRA) from (i1) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Dechert LLP, special New York counsel to the Borrower, the Services Provider, Credit Parties and the Seller Collateral Manager (including, without limitation, including as to true sale and non-consolidation opinions), consolidation) and (ii2) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the U.S. Collateral Agent, the Agent and Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document CustodianAdministrator, each covering such matters as the Administrative Agent Lenders and its their respective counsel shall reasonably request. (d) The Administrative Agent Lenders and their respective counsel shall have received evidence reasonably satisfactory to it them that (i1) all of the Covered Accounts shall have been established, (ii2) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii3) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved].The Borrower shall have delivered, or caused to be delivered, to the Administrative Agent and Blackstone Asset Based Finance Representative, (i) a Private Rating Letter issued by an Acceptable Rating Agency setting forth the initial Debt Rating for the Loans, which shall be at least “A (sf)”, and (ii) the related Private Rating Rationale Report with respect to such Debt Rating; (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii1) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the LendersBlackstone Asset Based Finance Representative, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, hereunder in connection with the preparation, execution and delivery of this Agreement and the other Loan DocumentsDocuments and (2) those fees and expenses that are payable on or before the Closing Date under the Fee Letter and Agent Fee Letter. (g) The Agents Lenders shall have received a certificate evidence satisfactory to them that (1) the grant of an Authorized Officer security pursuant to the Granting Clause herein of all of the Borrower: (i) ’s right, title and interest in and to the effect that, as of Collateral pledged to the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to U.S. Collateral Agent on the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each all of the Services ProviderEquity Holder’s right, the Retention Holder title and the Seller: (i) interest in and to the effect that, as of Equity Holder Collateral pledged to the U.S. Collateral Agent on the Closing Date, shall be effective in all representations relevant jurisdictions and warranties (2) the Collateral Agents (for the benefit of the Services ProviderSecured Parties) shall have a security interest in the Collateral, the Retention Holder and the Seller, respectively, set forth in each subject to completion of the Loan Documents are true and correct filings referenced in all material respects; and clause (iib) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effectabove. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent, the Collateral Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing DateServices Agreement, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on (or before within one Business Day after) the Closing Date (and the Borrower and the Subsidiary Guarantor each hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC Uniform Commercial Code in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower Borrower, the Subsidiary Guarantor or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured PartiesParties and S&P) from (i) ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇▇▇ LLP, special New York counsel to the Borrower, the Services ProviderSubsidiary Guarantor, the Servicer and the Seller (including, without limitation, true sale and non-consolidation opinions)Retention Provider, (ii) ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special Delaware counsel to the Borrower and the Parent, (iii) ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (Ireland) LLP, special Irish counsel to the Subsidiary Guarantor and (iv) ▇▇▇▇▇▇ & Bird LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably requestrequest (and including, without limitation, true sale and non-consolidation opinions from counsel to the Borrower and the Subsidiary Guarantor). (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement Agreements shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts (if any) required to be deposited in any of the Covered Accounts (including the Closing Expense Account) as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents (other than the Collateral Agent Fee Letter) to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) Parties from (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, the Retention Provider and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Eversheds ▇▇▇▇▇▇▇▇▇▇ (US) LLP, Maryland counsel to the Services Provider, Seller and the Retention Provider, (iv) Holland & Knight LLP, New York and Delaware counsel to the Document Custodian, and (v) ▇▇▇▇▇▇, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel to the Borrower, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders Natixis Securities Americas LLC (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, ) on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Engagement Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Engagement Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (gf) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (DC) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (hg) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder Provider and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder Provider and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (ih) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (ji) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (kj) If The Administrative Agent shall have received from the Borrower qualifies as Retention Provider a “legal entity customer” under the Beneficial Ownership Regulation, satisfactorily completed European risk retention questionnaire provided by the Administrative Agent, each Lender . (k) The Administrative Agent and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and Custodian any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) Parties from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, the Retention Holder and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ Peabody LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Eversheds ▇▇▇▇▇▇▇▇▇▇ (US) LLP, counsel to the Services Provider and the Retention Holder, (iv) Holland & Knight LLP, counsel to the Document Custodian, and (v) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel to the Borrower, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]The Agents shall have received a letter from S&P addressed to the Borrower confirming that the Loans have been assigned a rating of “AA”. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders Société Générale (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, ) on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating AgencyS&P, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (DC) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (ml) The Borrower shall have provided to each Lender, the Administrative Agent, the Custodian, the Document Custodian, each Lender Custodian and the Administrative Collateral Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including the PATRIOT Act. (m) At least five (5) days prior to the Closing Date, if the Borrower or Services Provider qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such party shall be delivered.

Effectiveness of Commitments. The effectiveness This Agreement shall not become effective, nor shall any Lender be required to make any Credit Extension hereunder, unless all legal matters incident to the making of the Commitments initial Credit Extension shall occur when each of be satisfactory to the Lenders and their counsel and on or before September 21, 2011 the following conditions is precedent have been satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereof), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (Required Lenders and the Borrower hereby consents has furnished to such filing by the Collateral Agent with sufficient copies for the Lenders: 4.1.1 Copies of the articles or certificate of incorporation (or its representative)the equivalent thereof) under the UCC of each Loan Party, in each case, together with all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provideramendments thereto, and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer good standing, each certified by the appropriate governmental officer in its jurisdiction of organization. 4.1.2 Copies, certified by the Borrower: Secretary or Assistant Secretary (ior the equivalent thereof) to the effect thatof each Loan Party, as in each case, of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations its by-laws and warranties of the Borrower set forth in this Agreement its Board of Directors’ resolutions and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or actions of any other action body authorizing the execution of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it such Loan Party is a party and party. 4.1.3 An incumbency certificate, executed by the transactions contemplated thereby; Secretary or Assistant Secretary (Cor the equivalent thereof) the incumbency and specimen signature of each Loan Party which shall identify by name and title and bear the signatures of its the Authorized Officers and any other officers of each such Loan Party authorized to execute sign the Loan Documents to which it is a party; , upon which certificate the Agent and (D) a good standing the Lenders shall be entitled to rely until informed of any change in writing by the applicable Loan Party. 4.1.4 A certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior acceptable to the Closing DateAgent, signed by the chief financial officer of USI, stating that on the initial Credit Extension Date (a) no Default or Unmatured Default has occurred and is not at such time party tocontinuing, any interest rate hedging agreements or currency hedging agreements. (hb) The Agents shall have received a certificate of an Authorized Officer of each all of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are Article V shall be true and correct in all material respects; andrespects as of such date and (c) except as disclosed in the Identified Disclosure Documents, no material adverse change in the business, financial condition, operations or properties of USI and its Subsidiaries, taken as a whole, has occurred since December 31, 2010. 4.1.5 Evidence reasonably acceptable to the Agent that governmental and third party approvals necessary in connection with the transactions contemplated hereby and the continuing operations of USI shall have been obtained and are in full force and effect. 4.1.6 (i) Audited consolidated financial statements of the Borrower for the fiscal years ended December 31, 2009 and December 31, 2010 (ii) certifying as to unaudited interim consolidated financial statements of the Borrower for the quarterly period ended March 31, 2011 and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directorsJune 30, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; 2011 and (Diii) a good standing certificate from its state or jurisdiction of incorporation or organization reasonably satisfactory financial projections through and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretaryincluding USI’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises2015 fiscal year, together with an opinion of counsel such information as Agent and the Lenders shall reasonably request (including, without limitation, a detailed description of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no assumptions used in preparing such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been givenprojections). (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereof), each document to be dated the Original Closing Date or the Amendment and Restatement Date (unless otherwise indicated) ), as applicable, and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Original Closing Date or the Amendment and Restatement Date, as applicable, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Original Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) (x) on the Original Closing Date from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian (iii) Eversheds Sutherland (US) LLP, counsel to the Services Provider, and (iiiiv) Holland & Knight LLP, counsel to the Document Custodian, and (y) on the Amendment and Restatement Date, (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian (iii) Eversheds ▇▇▇▇▇▇▇▇▇▇ (US) LLP, counsel to the Services Provider, and (iv) Holland & Knight LLP, counsel to the Document Custodian, in each case, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Original Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]On or prior to the Amendment and Restatement Date, the Agents shall have received a letter from S&P addressed to the Borrower confirming that the Loans have been assigned a rating of at least “A”. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders Lender (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Original Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter, (ii) the fees to be received by the Initial Lender on the Amendment and Restatement Date pursuant to the Fee Letter and (iiiii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating AgencyS&P, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Amendment and Restatement Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Original Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder Provider and the Seller: (i) to the effect that, as of the Closing Amendment and Restatement Date, all representations and warranties of the Services Provider, the Retention Holder Provider and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The On the Amendment and Restatement Date, the Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If On the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership RegulationAmendment and Restatement Date, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The On the Amendment and Restatement Date, the Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The On the Amendment and Restatement Date, the Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (n) On the Amendment and Restatement Date, the Document Custodian shall confirm receipt of all Related Contracts pursuant to Section 5.26 herein prior to such date.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofnotice to S&P of any such waiver), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents and ▇▇▇▇▇▇▇ shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each Date duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents and Lenders shall have received legal opinions (addressed to each of the Secured PartiesParties and S&P) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Dechert LLP, New York counsel to the Borrower, the Services Provider, Retention Provider and the Seller Collateral Manager (including, without limitation, a true sale and non-consolidation opinions), opinion) and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents and ▇▇▇▇▇▇▇ shall have received a certificate of an Authorized Officer of the Borrower: (i) letter from S&P addressed to the effect that, as of Borrower confirming that the Closing Date (Class A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party -R Loans and the transactions contemplated thereby; Class A-T Loans have each been assigned a rating of at least “AA (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreementssf)”. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents (other than the Collateral Agent Fee Letter) to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) Parties from (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, the Retention Provider and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ Peabody LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Eversheds ▇▇▇▇▇▇▇▇▇▇ (US) LLP, Maryland counsel to the Services Provider, Seller and the Retention Provider, (iv) Holland & Knight LLP, New York and Delaware counsel to the Document Custodian, and (v) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel to the Borrower, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders Natixis Securities Americas LLC (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, ) on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Engagement Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Engagement Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (gf) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (DC) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (hg) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder Provider and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder Provider and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (ih) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (ji) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (kj) If The Administrative Agent shall have received from the Borrower qualifies as Retention Provider a “legal entity customer” under the Beneficial Ownership Regulation, satisfactorily completed European risk retention questionnaire provided by the Administrative Agent, each Lender . (k) The Administrative Agent and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and Custodian any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date or in a form suitable for filing (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents and Lenders shall have received legal opinions (addressed to each of the Secured Parties) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York counsel to the Borrower, the Services Provider, and the Seller (including, including without limitation, limitation a true sale contribution and non-consolidation opinions)opinion, (ii) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., counsel to the Servicer, the Retention Provider, the Transferor and the Parent, and (iii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and Administrator, the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders The Bank of Nova Scotia (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, ) on the Closing Date pursuant to the Fee Letter, the Document Custodian Upfront Lender Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Upfront Lender Fee Letter and the Document Custodian Administrative Agent Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Facility Agent and each Lender in accordance with the terms hereofSenior Lender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Facility Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each Date duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Facility Agent) under the UCC in all jurisdictions that the Administrative Facility Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) from (i) ▇▇▇▇▇▇ & Dechert LLP, New York counsel to the Borrower, the Collateral Manager and the EU Retention Provider (including, without limitation, a true sale and non-consolidation opinion), (ii) ▇▇▇▇▇▇▇ LLP, Maryland counsel to the Borrower, the Services Provider, EU Retention Provider and the Seller (including, without limitation, true sale and non-consolidation opinions), (iiiii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ Peabody LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Facility Agent and its counsel shall reasonably request. (d) The Administrative Facility Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower or the BDC, as applicable, shall have paid (i) the fees to be received by the Initial Lenders Barclays (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, ) on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Engagement Letter and the Administrative Agent Fee Side Letter Agreement and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Senior Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Engagement Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (gf) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing;; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing memberapproving this Agreement, as applicable, approving the other Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (hg) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder Collateral Manager and the SellerEU Retention Provider: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Collateral Manager and the EU Retention Provider, the Retention Holder and the Seller, respectivelyas applicable, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager managing member or managing memberits general partner, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (h) The Agents shall have received a certificate of the Borrower certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (i) If requested by any Senior Lender in writing, the Administrative Facility Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Senior Lender that is customary for the nature of the Senior Loans made hereunder. (j) The Administrative Facility Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If The Agents shall have received evidence satisfactory to the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership RegulationFacility Agent, the Administrative Agent, each Lender Collateral Agent and the Document Senior Lenders that (i) the grant of security pursuant to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the Collateral pledged to the Collateral Agent on the Closing Date shall be effective in all relevant jurisdictions, (ii) delivery of such Collateral in accordance with Section 8.7 (including any promissory notes, executed assignment agreements and Microsoft Word or portable document format (.pdf) copies of the principal credit agreement for each initial Collateral Obligation, to the extent in the possession of the Borrower) to the Custodian shall have received from been effected and (iii) the Borrower Collateral Agent (for the benefit of the Secured Parties) shall have a satisfactorily completed Beneficial Ownership Certificationsecurity interest first priority (except for Permitted Liens) in such Collateral. (l) The Agents shall have received from a certificate of an Authorized Officer of the Collateral Manager (which certificate shall include a schedule listing the Collateral Obligations owned or to be acquired by the Borrower either on the Closing Date), to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and immediately prior to the delivery thereof on or prior to the Closing Date, (AA)(w) a certificate thereof or other official document evidencing the due authorization, approval or consent Borrower is the owner of such Collateral free and clear of any governmental body liens, claims or bodiesencumbrances of any nature whatsoever except for Permitted Liens and those which have been released on or prior to the Closing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, at except as described in clause (w) above; (y) the time having jurisdiction Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (z) the premises, together with an opinion of counsel of Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon grant by the Borrower, as applicablethe Collateral Agent has a first priority perfected security interest in the Collateral, that no other authorization, approval or consent except in respect of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents Permitted Lien or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been givenotherwise permitted by this Agreement. (m) The Borrower All legal matters incident to this Agreement and the other Loan Documents shall have provided be satisfactory to the Document CustodianBorrower, each Lender the Facility Agent, the Senior Lenders and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Acttheir respective counsel.

Effectiveness of Commitments. The effectiveness obligations of the Commitments Lenders to make Revolving Loans to the Borrower and of the Issuing Bank to issue Letters of Credit hereunder shall occur when not become effective until the date on which each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereof), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative AgentSection 9.02: (a) The Agents Administrative Agent (or its counsel) shall have received counterparts of from each party hereto either (i) a counterpart of this Agreement duly executed and delivered by all signed on behalf of the parties hereto and such party or (ii) each written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all a signed signature page of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30this Agreement) days that such party has signed a counterpart of the Closing Datethis Agreement. (b) The Agents Administrative Agent shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal a favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of the Secured Parties) from (i) ▇Cravath, Swaine & ▇▇▇▇▇ LLP, special counsel for the Borrower, (ii) Hunton & ▇▇▇▇▇▇▇▇ LLP, special Virginia counsel for the Borrower, and (iii) the General Counsel for the Borrower, in each case substantially to the effect set forth in Exhibit B, and covering such other matters relating to the Borrower, this Agreement or the Services Provider, and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters Transactions as the Administrative Agent and its counsel Required Lenders shall reasonably request. Borrower hereby requests each of such counsel to deliver such opinion. (dc) The Administrative Agent shall have received evidence such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance satisfactory to it that the Administrative Agent and its counsel. (id) all of All fees payable and other amounts due and payable to Lenders and Agents, to the Covered Accounts extent invoiced, prior to the Effective Date shall have been establishedpaid by or on behalf of the Borrower. (e) All governmental and third party approvals necessary in connection with the continuing operations of the Borrower and its Subsidiaries or, (ii) in the Account Control Agreement reasonable discretion of the Administrative Agent, advisable, in connection with the transactions contemplated hereby shall have been executed obtained and delivered by the respective parties thereto and shall be in full force and effect effect, and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 applicable waiting periods shall have been so deposited. (e) [Reserved]expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, Lenders in connection with the preparation, execution preparation of the Loan Documents payable pursuant to Section 9.03 and delivery of this Agreement and the other Loan Documentsfor which invoices have been presented shall have been paid. (g) The Agents Administrative Agent shall have received a certificate of an Authorized Officer of received, in each case satisfactory to the Borrower: Required Lenders and the Administrative Agent, (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties unaudited interim consolidated financial statements of the Borrower set forth in this Agreement for the three-month period ended 50 REVOLVING CREDIT AGREEMENT EXECUTION March 31, 2003 and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action audited consolidated financial statements of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to for the Closing DateFiscal years ended December 31, 2002, December 31, 2001 and is not at such time party toDecember 31, any interest rate hedging agreements or currency hedging agreements2000. (h) The Agents existing 364-Day Credit Agreement dated as of January 27, 1999 among Arch Chemicals, Inc., ▇▇▇▇ Corporation, the lenders and agents from time to time party there JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as administrative agent, and the existing Five-Year Credit Agreement dated as of January 27, 1999 among, inter alios, Arch Chemicals, Inc., ▇▇▇▇ Corporation, the lenders and agents party thereto and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as administrative agent, shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder been repaid in full and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to commitments relating thereto shall have a Material Adverse Effectbeen terminated. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from certificate, dated the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized Effective Date with respect to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as and signed by the President, a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower Vice President or a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel Financial Officer of the Borrower, as applicable, that no other authorization, approval or consent confirming compliance with the conditions set forth in paragraph (a) of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been givenSection 4.02. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date or in a form suitable for filing (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents and Lenders shall have received legal opinions (addressed to each of the Secured Parties) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York counsel to the Borrower, the Services Provider, and the Seller (including, including without limitation, limitation a true sale contribution and non-consolidation opinions)opinion, (ii) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., counsel to the Servicer, the Retention Provider, the Transferor and the Parent, and (iii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and Administrator, the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders The Bank of Nova Scotia (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, ) on the Closing Date pursuant to the Fee Letter, the Document Custodian Upfront Lender Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Upfront Lender Fee Letter and the Document Custodian Administrative Agent Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing;; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing memberapproving this Agreement, as applicable, approving the other Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder Servicer and the SellerParent: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder Servicer and the SellerParent, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, trustees approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) The Agents shall have received a certificate of an Authorized Officer of the Borrower certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (j) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained obtained, at such ▇▇▇▇▇▇'s expense, a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (jk) The Administrative Agent shall have received a secretary’s 's certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender party and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certificationany reasonably requested KYC documentation. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby except as have been given. (m) All legal matters incident to this Agreement and the other Loan Documents shall be satisfactory to the Borrower, the Administrative Agent, the Lenders and their respective counsel. (n) The Borrower Agents shall have provided received evidence satisfactory to the Administrative Agent and the Lenders that (i) the grant of security pursuant to the Granting Clause herein of all of the Borrower's right, title and interest in and to the Collateral pledged to the Collateral Agent on the Closing Date shall be effective in all relevant jurisdictions, (ii) delivery of such Collateral in accordance with Section 8.7 to the Custodian or the Document Custodian, as applicable, shall have been effected, (iii) the Borrower (or the Servicer on behalf of the Borrower) will deliver copies of all Required Funding Loan Documents or Required Loan Documents, as applicable, in its possession to the Document Custodian in accordance with Sections 5.27 and 15.1(b) and (iv) the Collateral Agent (for the benefit of the Secured Parties) shall have a security interest in such Collateral. (o) The Agents shall have received a certificate of an Authorized Officer of the Servicer (which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on the Closing Date), to the effect that, (1) in the case of each Lender item of Collateral pledged to the Collateral Agent, on the Closing Date and immediately prior to the delivery thereof on or prior to the Closing Date, (A)(w) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which have been released on or prior to the Closing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by this Agreement and (2) immediately before and after giving effect to the Fundings, the Overcollateralization Ratio Test shall be satisfied (as demonstrated in a writing attached to the certificate of the Servicer). (p) The Agents shall have received a certificate of an Authorized Officer of the Borrower certifying that: (i) the Closing Date Portfolio Condition is satisfied; (ii) immediately after giving effect to the Fundings to be made on the Closing Date (on a pro forma basis): (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment as in effect on the Closing Date, and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment in effect on the Closing Date; (iii) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Servicer, the Lenders and the Administrative Agents contemplated by this Agreement; and (iv) each of the Loan Documents is in full force and effect and is the binding and enforceable obligation of the Borrower and the Servicer, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders). (q) The Agents shall have received such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested; provided that sufficient notice of such request has been given to the Borrower (though nothing herein shall impose an obligation on any Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and to make any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Actsuch request).

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereof), each document to be dated the Original Closing Date or the Amendment and Restatement Date (unless otherwise indicated) ), as applicable, and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Original Closing Date or the Amendment and Restatement Date, as applicable, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Original Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) (x) on the Original Closing Date from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian Custodian, (iii) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (US) LLP, counsel to the Services Provider, and (iiiiv) Holland & Knight LLP, counsel to the Document Custodian, and (y) on the Amendment and Restatement Date, (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian, (iii) Eversheds ▇▇▇▇▇▇▇▇▇▇ (US) LLP, counsel to the Services Provider, and (iv) Holland & Knight LLP, counsel to the Document Custodian, in each case, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Original Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]On or prior to the Amendment and Restatement Date, the Agents shall have received a letter from S&P addressed to the Borrower confirming that the Loans have been assigned a rating of at least “A”. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders Lender (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Original Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter, (ii) the fees to be received by the Initial Lender on the Amendment and Restatement Date pursuant to the Fee Letter and (iiiii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating AgencyS&P, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Amendment and Restatement Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Original Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder Provider and the Seller: (i) to the effect that, as of the Closing Amendment and Restatement Date, all representations and warranties of the Services Provider, the Retention Holder Provider and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The On the Amendment and Restatement Date, the Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If On the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership RegulationAmendment and Restatement Date, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The On the Amendment and Restatement Date, the Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The On the Amendment and Restatement Date, the Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (n) On the Amendment and Restatement Date, the Document Custodian shall confirm receipt of all Related Contracts pursuant to Section 5.26 herein prior to such date.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when on the Closing Date provided that each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each Date duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date statements in form suitable for filing (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) from (i) ▇Dechert LLP, New York counsel to the Borrower, the Parent Fund and the Collateral Manager, including without limitation a true sale opinion relating to the Sale Agreement and a non-consolidation opinion and (ii) A▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ Bird LLP, counsel to the Collateral Agent, the Collateral Administrator Administrator, the Collateral Custodian and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, established and (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so depositedeffect. (e) [Reservedreserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any AgentAgent and other than any conditions that are required to be satisfied as of the Closing Date, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuingcontinuing on the part of the Borrower; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or approving this Agreement, the other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that (1) the Borrower does attached copy of the resolutions is a true and complete copy thereof, (2) such resolutions have not have outstanding debt prior to been rescinded and are in full force and effect on and as of the Closing Date, Date and is not at (3) the officers authorized to execute and deliver such time party to, any interest rate hedging agreements or currency hedging agreementsdocuments hold the offices and have the signatures indicated thereon. (hg) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder Collateral Manager and the SellerParent Fund: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder Collateral Manager and the Seller, respectively, Parent Fund set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (h) The Agents shall have received a certificate of the Borrower certifying that the Borrower does not have outstanding Indebtedness prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made funded hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby, or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby except as have been given. (l) All legal matters incident to this Agreement and the other Loan Documents shall be satisfactory to the Borrower, the Administrative Agent, the Lenders and their respective counsel. (m) The Agents shall have received such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested; provided that sufficient notice of such request has been given to the Borrower (though nothing herein shall impose an obligation on any Agent to make any such request). (n) [Reserved.] (o) The Administrative Agent shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (p) The Borrower shall have provided to the Document Custodian, each Lender Administrative Agent and the Administrative Collateral Agent a properly completed and duly executed IRS Form W-9 or appropriate IRS W-8 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (q) The Agent and each Lender shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and anything else required by their applicable credit process.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Effective Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents (and any other documents) to be executed and delivered on or about the Closing Date, each Effective Date duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper if determined to be necessary by the Administrative Agent or any Lender, amendments to the financing statements, duly filed on or before in connection with the Closing Date Existing Credit Agreement (and the Borrower hereby consents to the filing of any such filing amendments by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if anydetermined to be necessary by the Administrative Agent or any Lender, necessary to release releasing all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured PartiesParties and DBRS) from (i) ▇▇Dechert LLP, New York counsel to the Borrower and the Collateral Manager and (ii) N▇▇▇▇ & P▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator Agent and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request; provided that the foregoing shall not include any true sale (unless new Collateral Loans are being transferred from any Affiliate (other than the BDC pursuant to the Master Transfer Agreement) to the Borrower) and non-consolidation (unless there are changes to the structure of the transaction contemplated hereby) opinions. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been establishedestablished in connection with the Existing Credit Agreement remain open, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be is in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Effective Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]The Agents shall have received a letter from DBRS addressed to the Borrower (or DBRS shall have issued a press release) confirming that (i) the DBRS rating assigned to the Existing Loans has been discontinued and (ii) each of the Class A-R Loans, the Class A-T-1 Loans and the Class A-T-2 Loans has been assigned a rating of at least "AA (sf)". (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, DBRS and respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documentsdocuments related thereto that are delivered on or about the Effective Date. (g) The Agents shall have received evidence satisfactory to the Administrative Agent and the Lenders that (i) (x) the grant of security pursuant to the Granting Clause in the Existing Credit Agreement of all of the Borrower's right, title and interest in and to the Collateral pledged to the Collateral Agent on the Original Closing Date shall remain effective in all relevant jurisdictions and the priority of such security interest shall remain unchanged and (y) the grant of security pursuant to the Granting Clause herein of all of the Borrower's right, title and interest in and to the Collateral pledged to the Collateral Agent on the Effective Date shall be effective in all relevant jurisdictions, (ii) delivery of such Collateral in accordance with Section 8.7 (including any promissory notes, executed assignment agreements and Microsoft Word or portable document format (.pdf) copies of the principal credit agreement for each initial Collateral Loan, to the extent in the possession of the Borrower) to the Custodian shall have been effected and (iii) the Collateral Agent (for the benefit of the Secured Parties) shall have a security interest in such Collateral. (h) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Effective Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing;; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directorsdirectors or members approving this Agreement, designated manager or managing member, as applicable, approving the other Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (hi) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, Collateral Manager and the Retention Holder and the SellerProvider: (i) to the effect that, as of the Closing Effective Date, all representations and warranties of the Services Provider, Collateral Manager and the Retention Holder and the Seller, respectively, Provider set forth in each of the Loan Documents and the Retention of Net Economic Interest Letter are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager directors or managing member, as applicable, members approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (ij) If requested The Agents shall have received a report satisfactory to the Administrative Agent and the Lenders that is certified by any Lender in writingan Authorized Officer of the Borrower (or the Collateral Manager on its behalf) that contains a pro forma Collateral Report calculated after giving effect to the proposed Class A-R Borrowing, Class A-T-1 Borrowing and equity distribution contemplated by Section 9.1(f) on the Effective Date. (k) The Borrower, the Administrative Agent and each Affected Lender shall have received evidence an updated Retention of Net Economic Interest Letter, duly executed and delivered by the Retention Provider. (l) The Agents shall have received a certificate of an Authorized Officer of the Borrower certifying that the Borrower obtained a CUSIP does not have outstanding debt prior to the Effective Date (other than debt incurred pursuant to the Existing Credit Agreement), and is not at such time party to, any interest rate hedging agreements or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereundercurrency hedging agreements. (jm) [Reserved]. (n) The Administrative Agent shall have received a secretary’s 's certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (lo) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby, or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby except as have been given. (mp) All legal matters incident to this Agreement and the other Loan Documents shall be satisfactory to the Borrower, the Administrative Agent, the Lenders and their respective counsel. (q) The Borrower Agents shall have received such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested; provided that sufficient notice of such request has been given to the Document CustodianBorrower (though nothing herein shall impose an obligation on any Agent to make any such request). For purposes of determining compliance with the conditions specified in Section 3.1 above, each of the Agents and each Lender that has signed this Agreement shall be deemed to have consented to or accepted each document or other matter required thereunder to be consented to by or acceptable to such Agent and Lender unless the Administrative Agent shall have received notice from a properly completed Lender prior to the Effective Date specifying its objection thereto and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including unless the PATRIOT ActCollateral Agent shall have received notice from the Administrative Agent prior to the Effective Date specifying its objection thereto.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereof), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ Peabody LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian (iii) Eversheds ▇▇▇▇▇▇▇▇▇▇ (US) LLP, counsel to the Services Provider, and (iiiiv) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]The Agents shall have received a letter from S&P addressed to the Borrower confirming that the Loans have been assigned a rating of at least “A”. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders Lender (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating AgencyS&P, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder Provider and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder Provider and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the The Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents (other than the Collateral Agent Fee Letter) to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) Parties from (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, the Retention Provider and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Eversheds ▇▇▇▇▇▇▇▇▇▇ (US) LLP, counsel to the Services Provider and the Retention Provider, (iv) Holland & Knight LLP, counsel to the Document Custodian, and (v) ▇▇▇▇▇▇, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel to the Borrower, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]The Agents shall have received a letter from S&P addressed to the Borrower confirming that the Loans have been assigned a rating of at least “AA(sf)”. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders Natixis Securities Americas LLC (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, ) on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Engagement Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating AgencyS&P, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Engagement Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (DC) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder Provider and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder Provider and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If The Administrative Agent shall have received from the Borrower qualifies as Retention Provider a “legal entity customer” under the Beneficial Ownership Regulation, satisfactorily completed European risk retention questionnaire provided by the Administrative Agent, each Lender . (l) The Administrative Agent and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (lm) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (mn) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and Custodian any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) Section 3.1.1 The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) Section 3.1.2 The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Initial Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Initial Borrower or any other transferor. (c) Section 3.1.3 The Agents shall have received legal opinions (addressed to each of the Secured Parties) Parties from (i) ▇▇▇▇▇▇ Winston & ▇▇▇▇▇▇▇ LLP, counsel to the Initial Borrower, the Services Servicer, the Retention Provider, ▇▇▇▇▇▇▇▇▇ and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Knight LLPFinger, special Delaware counsel to the Document Custodian, NCPCF each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) Section 3.1.4 The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) Section 3.1.5 The Initial Borrower shall have paid (i) the fees to be received by the Initial Lenders The Bank of Nova Scotia (or any designated Affiliate), Document Custodian ) and the Administrative Agent, as applicable, Agent on the Closing Date pursuant to the Administrative Agent Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter Letters and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) Section 3.1.6 The Agents shall have received a certificate of an Authorized Officer of the Initial Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness obligations of the Commitments Lenders to make Revolving Loans to the Borrower and of the Issuing Banks to issue Letters of Credit hereunder shall occur when not become effective until the date on which each of the following conditions is satisfied (or waived by in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received written opinions (addressed to the Administrative Agent and each Lender in accordance with the terms hereof), each document to be Lenders and dated the Closing Date Effective Date) of each of (unless otherwise indicatedi) and delivered to Cravath, Swaine & ▇▇▇▇▇ LLP, special New York counsel for the relevant Persons indicated belowBorrower, (ii) Hunton & ▇▇▇▇▇▇▇▇, LLP special Virginia counsel for the Borrower, and (iii) the General Counsel for the Borrower, in each document and other condition or evidence to be case in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) Lenders, and covering such other matters relating to the Borrower, this Agreement duly executed and delivered by all of or the parties hereto and (ii) Transactions as the Required Lenders shall reasonably request. Borrower hereby requests each of the other Loan Documents such counsel to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to deliver such filing by the Collateral Agent (or its representative)) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferoropinion. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance satisfactory to it that the Administrative Agent and its counsel. (id) all of All fees payable and other amounts due and payable to Lenders and Agents, to the Covered Accounts extent invoiced, prior to the Effective Date shall have been establishedpaid by or on behalf of the Borrower. (e) All governmental and third party approvals necessary in connection with the continuing operations of the Borrower and its Subsidiaries or, (ii) in the Account Control Agreement reasonable discretion of the Administrative Agent, advisable, in connection with the transactions contemplated hereby shall have been executed obtained and delivered by the respective parties thereto and shall be in full force and effect effect, and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 applicable waiting periods shall have been so deposited. (e) [Reserved]expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, Lenders in connection with the preparation, execution preparation of the Loan Documents payable pursuant to Section 9.03 and delivery of this Agreement and the other Loan Documentsfor which invoices have been presented shall have been paid. (g) The Agents existing Revolving Credit Agreement dated as of June 15, 2006 among Arch Chemicals, Inc., the lenders and agents from time to time party there JPMorgan Chase Bank, N.A. as administrative agent, shall have received a certificate been repaid (or, if the proceeds of an Authorized Officer of any Loans made on the Borrower: (i) to the effect that, as of the Closing Effective Date (A) subject to any conditions that are required to be satisfactory or acceptable applied to any Agentmake such repayment, concurrently with the funding of such Loans, shall be repaid) in full and all conditions set forth in this Section 3.1 commitments relating thereto shall have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreementsterminated. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from certificate, dated the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized Effective Date with respect to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as and signed by the President, a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower Vice President or a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel Financial Officer of the Borrower, as applicable, that no other authorization, approval or consent confirming compliance with the conditions set forth in paragraph (a) of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been givenSection 4.02. (mi) The Borrower Administrative Agent shall have provided to received an executed copy of the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT ActDisclosure Letter.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents (other than the Collateral Agent Fee Letter) to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) Parties from (i) C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, the Retention Provider and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇N▇▇▇▇ ▇▇▇▇▇▇▇ Peabody LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Eversheds S▇▇▇▇▇▇▇▇▇ (US) LLP, counsel to the Services Provider and the Retention Provider, (iv) Holland & Knight LLP, counsel to the Document Custodian, and (v) Morris, Nichols, Arsht & T▇▇▇▇▇▇ LLP, special Delaware counsel to the Borrower, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]The Agents shall have received a letter from S&P addressed to the Borrower confirming that the Loans have been assigned a rating of at least “AA(sf)”. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders Natixis Securities Americas LLC (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, ) on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Engagement Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating AgencyS&P, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Engagement Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (DC) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder Provider and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder Provider and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If The Administrative Agent shall have received from the Borrower qualifies as Retention Provider a “legal entity customer” under the Beneficial Ownership Regulation, satisfactorily completed European risk retention questionnaire provided by the Administrative Agent, each Lender . (l) The Administrative Agent and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (lm) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (mn) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and Custodian any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents (other than the Collateral Agent Fee Letter) to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) Parties from (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, the Retention Provider and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ Peabody LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Eversheds ▇▇▇▇▇▇▇▇▇▇ (US) LLP, counsel to the Services Provider and the Retention Provider, (iv) Holland & Knight LLP, counsel to the Document Custodian, and (v) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel to the Borrower, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]The Agents shall have received a letter from S&P addressed to the Borrower confirming that the Loans have been assigned a rating of at least ““AA(sf)” ”. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders Natixis Securities Americas LLC (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, ) on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Engagement Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating AgencyS&P, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Engagement Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (DC) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder Provider and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder Provider and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If The Administrative Agent shall have received from the Borrower qualifies as Retention Provider a “legal entity customer” under the Beneficial Ownership Regulation, satisfactorily completed European risk retention questionnaire provided by the Administrative Agent, each Lender . (l) The Administrative Agent and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (lm) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (mn) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and Custodian any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents (other than the Collateral Agent Fee Letter, the Collateral Custodian Fee Letter and any Subordinated Notes, which shall be delivered to the applicable Subordinated Noteholders) to be executed and delivered on the Amended and Restated Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Dechert LLP, counsel to the Borrower, the Services ProviderCollateral Manager, the Retention Holder and the Seller Sellers (including, without limitation, true sale and non-consolidation opinionsopinions with respect to each Assignment Agreement), (ii) ▇C▇▇▇▇ H▇▇▇▇ PLC, Delaware counsel to the Borrower, (iii) L▇▇▇▇ Lord LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and Custodian, (iiiiv) Holland & Knight L▇▇▇▇ Lord LLP, counsel to the Document CustodianCollateral Custodian and (v) K▇▇▇▇▇▇▇▇▇ F▇▇▇▇▇▇▇ K▇▇▇▇▇▇ PLLC, U.S. Virgin Islands counsel to the Collateral Manager, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofnotice to S&P of any such waiver), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents and ▇▇▇▇▇▇▇ shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each Date duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents and Lenders shall have received legal opinions (addressed to each of the Secured PartiesParties and S&P) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Dechert LLP, New York counsel to the Borrower, the Services Provider, Retention Provider and the Seller Collateral Manager (including, without limitation, a true sale opinion) and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness Notwithstanding Section 4.01, the obligations of the Commitments Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall occur when not become effective until the date on which each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereof), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent:Section 9.02): (a) The Agents Administrative Agent shall have received counterparts of the following: (i) this Agreement duly executed and delivered by all good standing certificates for the Loan Parties in the respective relevant jurisdictions of the parties hereto and organization, (ii) each a solvency certificate from the chief financial officer of the other Loan Documents Borrower in the form attached hereto as Exhibit F and (iii) a Borrowing Request with respect to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing DateInitial Term Loans as required hereunder. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Administrative Agent (or its representative)counsel) under shall have received from the UCC in all jurisdictions that Borrower and such of its Subsidiaries as shall be necessary to cause the Guarantee Requirement to be satisfied on the Effective Date. The Administrative Agent reasonably deems necessary or desirable in order shall have received a completed Schedule 3.13(b) to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferorAgreement. (c) The Agents Administrative Agent shall have received legal opinions a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of the Secured Parties) from (i) ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ LLC, counsel for the Borrower, substantially in the form of Exhibit E-1, (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇, Kansas counsel to for the Borrower, substantially in the Services Provider, and the Seller (including, without limitation, true sale and non-consolidation opinions)form of Exhibit E-2, (iiiii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇, Texas counsel for the Borrower, substantially in the form of Exhibit E-3, and (iv) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ LLP& Salmon, PLC, Arizona counsel for the Borrower, substantially in the form of Exhibit E-4, and, in each case, covering such other matters relating to the Collateral AgentBorrower, this Agreement or the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters Transactions as the Administrative Agent and its counsel Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received evidence such documents and certificates (including organizational documents and good standing certificates) as the Administrative Agent (or its counsel) may reasonably request relating to the organization, existence and good standing of the Borrower and the Guarantors, the authorization of the Transactions, the identity, authority and capacity of the officers of the Borrower and the Guarantors authorized to act on any of their behalf in connection herewith and any other legal matters relating to the Borrower and the Guarantors, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so depositedAdministrative Agent. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from certificate, dated the Collateral AgentEffective Date and signed by the President, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as Vice President or a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel Financial Officer of the Borrower, as applicableconfirming compliance with the conditions set forth in paragraph (h), that no other authorization(i), approval or consent (j) and (k) of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been giventhis Section 4.02. (mf) The Borrower Administrative Agent, the Arrangers and the Lenders shall have provided received all fees and other amounts due and payable on or prior to the Document CustodianEffective Date under the Fee Letter, each Lender the Commitment Letter and this Agreement, including, to the Administrative Agent a properly completed and duly executed IRS Form W-9 extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower thereunder or hereunder. (or other applicable tax formg) and any The Lenders shall have received, at least five Business Days prior to the Effective Date, all documentation and other information about the Borrower and the Guarantors that the Lenders reasonably requested in connection with believe are required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that in each case has been requested in writing at least ten Business Days prior to the Effective Date. (h) The Acquisition shall have been consummated or shall be consummated substantially concurrently with the initial borrowing hereunder in accordance with the terms of the Acquisition Agreement. The Acquisition Agreement shall not have been amended or waived (and no consent thereunder shall have been given) in a manner that is materially adverse to the interests of the Lenders or the Administrative Agent, without the consent of the Lead Arrangers. For purposes of the foregoing, any change to the purchase price under the Acquisition Agreement shall be materially adverse to the interests of the Lenders and the Administrative Agent; provided that if (i) the magnitude of such change to the purchase price is less than or equal to 10% of the purchase price and (ii) (x) if such change results in a decrease to the purchase price, such purchase price decrease results in a pro rata (as among Term Loan Commitments on the one hand and the cash on hand of the Borrower (and borrowings under its existing accounts receivable securitization facility) expected to be used to fund the Acquisition on the other hand) and dollar-for-dollar reduction in the aggregate amount of the Term Loan Commitments, or (y) if such change results in an increase to the purchase price, such purchase price increase is not funded with additional Indebtedness of the Borrower or its Subsidiaries, then the consent of the Lead Arrangers with respect to such change to the purchase price required by the previous sentence shall not be unreasonably withheld. The Specified Acquisition Agreement Representations shall be true and correct to the extent required by the definition thereof, and the Specified Representations shall be true and correct. (i) All third-party Indebtedness for borrowed money of the Borrower and its Subsidiaries (including the Existing Credit Agreement) and of Stream and its subsidiaries (including Stream’s 11.25% Senior Secured Notes due 2014 and its existing revolving credit facility) outstanding on the Effective Date, in each case, shall have been or shall substantially concurrently with the initial borrowing hereunder be refinanced or repaid in full (the “Refinancing”) and any security and guarantees and funding commitments in respect thereof shall have been or shall substantially concurrently with the initial borrowings hereunder be released and discharged, other than (a) Indebtedness under this Agreement, (b) the Borrower’s 5.75% Junior Subordinated Convertible Debentures due 2029 outstanding on January 6, 2014, (c) Indebtedness under the Borrower’s existing accounts receivable securitization facility, (d) undrawn letters of credit, performance bonds, bank guarantees, interest rate swaps and currency swaps, in each case obtained or made by the Borrower in the ordinary course of its business and (e) any other limited indebtedness that the Lead Arrangers reasonably agree may remain outstanding after the Effective Date. (j) Solely with respect to the effectiveness of the Revolving Commitments, the conditions in paragraphs (a) and (b) of Section 4.03 shall have been satisfied after giving effect to the funding of the Initial Term Loans and the use of proceeds thereof. (k) Except as disclosed in the Stream SEC Documents filed with the SEC since December 31, 2012 and prior to January 2, 2014 (including exhibits thereto and other information incorporated therein), other than any risk factor disclosures contained in any “Risk Factors” section thereof or in any other section to the extent such disclosures are forward-looking statements, general cautionary or predictive or forward-looking in nature, since December 31, 2012, there has not occurred any fact, circumstance, development, condition, occurrence, event or change that would reasonably be expected to have, individually or in the aggregate, a Stream Material Adverse Effect. (l) The Lead Arrangers shall have received (a) the audited consolidated balance sheets as of the last day of each of the three most recently ended fiscal years ended on or prior to December 31, 2012 for each of Stream Global and its consolidated subsidiaries and the Borrower and its consolidated subsidiaries, and the related audited consolidated statements of income, cash flows and stockholders’ equity for each of the three most recently ended fiscal years ended on or prior to December 31, 2012 for each of Stream Global and its consolidated subsidiaries and the Borrower and its consolidated subsidiaries and, in each case, for each subsequent fiscal year ended at least 90 days before the Effective Date, and (b) the unaudited interim consolidated balance sheets of each of Stream Global and its consolidated subsidiaries and the Borrower and its consolidated subsidiaries for each subsequent fiscal quarter (other than the last fiscal quarter in a fiscal year) ended at least 45 days before the Effective Date, and the related unaudited consolidated statements of income, cash flows and stockholders’ equity of each of Stream Global and its consolidated subsidiaries and the Borrower and its consolidated subsidiaries for each subsequent fiscal quarter (other than the last fiscal quarter in a fiscal year) ended at least 45 days before the Effective Date; provided that the filing on ▇▇▇▇▇ of the required financial statements on Form 10-K or Form 10-Q within such time periods by Stream Global and the Borrower will satisfy the requirements of this clause (l). (m) The Lead Arrangers shall have received (i) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12 months ended December 31, 2013, 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 income statement), and (ii) four year projections for the Borrower. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, (i) the obligation of the Term Lenders to make Initial Term Loans hereunder shall not become effective unless each of the foregoing conditions (other than the condition in paragraph (j)) is satisfied (or waived pursuant to Section 9.02) on or prior to the Termination Date (and, in the event such conditions are not so satisfied or waived, the Initial Term Commitments shall terminate at such time) and (ii) the obligations of the Revolving Lenders to make Revolving Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) on or prior to the Termination Date (and, in the event such conditions are not so satisfied or waived, the Revolving Commitments shall terminate at such time). In addition, each Revolving Lender’s Revolving Commitment will not become effective on the Effective Date if the Initial Term Loans are not made on the Effective Date.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) Parties from (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, the Retention Provider and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ Peabody LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Eversheds ▇▇▇▇▇▇▇▇▇▇ (US) LLP, counsel to the Services Provider and the Retention Provider, (iv) Holland & Knight LLP, counsel to the Document Custodian, and (v) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel to the Borrower, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]The Agents shall have received a letter from S&P addressed to the Borrower confirming that the Loans have been assigned a rating of “”AA””. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders Natixis Securities Americas LLC (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, ) on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Engagement Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating AgencyS&P, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Engagement Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (DC) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder Provider and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder Provider and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each Date duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured PartiesParties and DBRS) from (i) Dechert LLP, New York counsel to the Borrower and the Collateral Manager, (ii) ▇▇▇▇▇ Lord LLP, New York counsel to the Collateral Agent and Custodian, (iii) in-house counsel for ▇▇▇▇▇ Fargo and (iv) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Minnesota counsel to the Collateral Agent, the Collateral Administrator Agent and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably requestrequest (and including, without limitation, true sale and non-consolidation opinions from counsel to the Borrower). (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]The Agents shall have received a letter from DBRS addressed to the Borrower confirming that the Loans have been assigned a rating of “AAA (sf)”; provided that such letter shall be provided by DBRS to the Agents on the Closing Date to be held in escrow until such time as the Borrower has provided written certification to DBRS and the Agents that the Initial Portfolio Conditions are satisfied as of the date of such certification. Following such certification from the Borrower, such letter shall be released by DBRS. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, Natixis North America LLC on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Engagement Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating AgencyDBRS, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Engagement Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received evidence satisfactory to them and the Lenders that (i) the grant of security pursuant to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the Collateral pledged to the Collateral Agent on the Closing Date shall be effective in all relevant jurisdictions, (ii) delivery of such Collateral in accordance with Section 8.7 (including any promissory notes, executed assignment agreements and word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent in the possession of the Borrower) to the Custodian shall have been effected and (iii) the Collateral Agent (for the benefit of the Secured Parties) shall have a security interest in such Collateral. (h) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing;; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directorsdirectors or members approving this Agreement, designated manager or managing member, as applicable, approving the other Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (hi) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the SellerCollateral Manager: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, Collateral Manager set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager directors or managing member, as applicable, members approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (ij) If requested by [Reserved]. (k) [Reserved]. (l) The Agents shall have received a certificate of the Borrower certifying that the Borrower does not have outstanding prior to the Closing Date, and is not at such time party to, any Lender in writing, the interest rate hedging agreements or currency hedging agreements. (m) The Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature back-up certificate from an Authorized Officer of the Loans made hereunderRetention Provider relating to certain factual matters pertaining to the Retention Provider that are relevant pursuant to Article 122a. (jn) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (lo) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby, or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby except as have been given. (mp) All legal matters incident to this Agreement and the other Loan Documents shall be satisfactory to the Borrower, the Agents, the Lenders and their respective counsel. (q) The Borrower Agents shall have received such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested and provided that sufficient notice of such request has been given to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT ActBorrower.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) Parties from (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, the Retention Provider and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (US) LLP, counsel to the Services Provider and the Retention Provider, (iv) Holland & Knight LLP, counsel to the Document Custodian, and (v) Morris, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel to the Borrower, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]The Agents shall have received a letter from S&P addressed to the Borrower confirming that the Loans have been assigned a rating of “AA”. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders Natixis Securities Americas LLC (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, ) on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Engagement Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating AgencyS&P, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Engagement Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (DC) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder Provider and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder Provider and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofnotice to S&P of any such waiver), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents and Lenders shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each Date duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents and Lenders shall have received legal opinions (addressed to each of the Secured PartiesParties and S&P) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Dechert LLP, New York counsel to the Borrower, the Services Provider, Retention Provider and the Seller Collateral Manager (including, without limitation, a true sale and non-consolidation opinions), opinion) and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ Nixon Peabody LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents and Lenders shall have received a certificate of an Authorized Officer of the Borrower: (i) letter from S&P addressed to the effect that, as of Borrower confirming that the Closing Date (Class A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party -R Loans and the transactions contemplated thereby; Class A-T Loans have each been assigned a rating of at least “AA (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreementssf)”. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents (other than the Collateral Agent Fee Letter, the Collateral Custodian Fee Letter and any Subordinated Notes, which shall be delivered to the applicable Subordinated Noteholders) to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Dechert LLP, counsel to the Borrower, the Services ProviderCollateral Manager, the Retention Holder and the Seller Sellers (including, without limitation, true sale and non-consolidation opinionsopinions with respect to each Assignment Agreement), (ii) ▇C▇▇▇▇ H▇▇▇▇ PLC, Delaware counsel to the Borrower, (iii) L▇▇▇▇ Lord LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and Custodian, (iiiiv) Holland & Knight L▇▇▇▇ Lord LLP, counsel to the Document CustodianCollateral Custodian and (v) K▇▇▇▇▇▇▇▇▇ F▇▇▇▇▇▇▇ K▇▇▇▇▇▇ PLLC, U.S. Virgin Islands counsel to the Collateral Manager, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereof), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness obligations of the Commitments Lenders to make Revolving Loans to the Borrower and of the Issuing Bank to issue Letters of Credit hereunder shall occur when not become effective until the date on which each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereof), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent:Section 9.02): (a) The Agents Administrative Agent (or its counsel) shall have received counterparts of from each party hereto either (i) a counterpart of this Agreement duly executed and delivered by all signed on behalf of the parties hereto and such party or (ii) each written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all a signed signature page of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30this Agreement) days that such party has signed a counterpart of the Closing Datethis Agreement. (b) The Agents Administrative Agent shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of the Secured Parties) from (i) ▇Cravath, Swaine & ▇▇▇▇▇ LLP, special New York counsel for the Borrower, (ii) Hunton & ▇▇▇▇▇▇▇ LLP▇▇, LLP special Virginia counsel for the Borrower, and (iii) the General Counsel for the Borrower, in each case substantially to the effect set forth in Exhibit B, and covering such other matters relating to the Borrower, this Agreement or the Services Provider, and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters Transactions as the Administrative Agent and its counsel Required Lenders shall reasonably request. Borrower hereby requests each of such counsel to deliver such opinion. (dc) The Administrative Agent shall have received evidence such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance satisfactory to it that the Administrative Agent and its counsel. (id) all of All fees payable and other amounts due and payable to Lenders and Agents, to the Covered Accounts extent invoiced, prior to the Effective Date shall have been establishedpaid by or on behalf of the Borrower.\ (e) All governmental and third party approvals necessary in connection with the continuing operations of the Borrower and its Subsidiaries or, (ii) in the Account Control Agreement reasonable discretion of the Administrative Agent, advisable, in connection with the transactions contemplated hereby shall have been executed obtained and delivered by the respective parties thereto and shall be in full force and effect effect, and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 applicable waiting periods shall have been so deposited. (e) [Reserved]expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, Lenders in connection with the preparation, execution preparation of the Loan Documents payable pursuant to Section 9.03 and delivery of this Agreement and the other Loan Documentsfor which invoices have been presented shall have been paid. (g) The Agents Administrative Agent shall have received a certificate of an Authorized Officer of received, in each case satisfactory to the Borrower: Required Lenders and the Administrative Agent, (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties unaudited interim consolidated financial statements of the Borrower set forth in this Agreement for the three-month period ended March 31, 2006 and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action audited consolidated financial statements of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to for the Closing DateFiscal years ended December 31, 2005, December 31, 2004 and is not at such time party toDecember 31, any interest rate hedging agreements or currency hedging agreements2003. (h) The Agents existing Revolving Credit Agreement dated as of June 20, 2003 among Arch Chemicals, Inc., the lenders and agents from time to time party there JPMorgan Chase Bank, N.A. (f/k/a JPMorgan Chase Bank) as administrative agent, shall have received a certificate been repaid (or, if the proceeds of an Authorized Officer of each of any Loans made on the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents Effective Date are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably applied to make such repayment, concurrently with the funding of such Loans, shall be expected to repaid) in full and all commitments relating thereto shall have a Material Adverse Effectbeen terminated. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from certificate, dated the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized Effective Date with respect to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as and signed by the President, a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower Vice President or a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel Financial Officer of the Borrower, as applicable, that no other authorization, approval or consent confirming compliance with the conditions set forth in paragraph (a) of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been givenSection 4.02. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each Date duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured PartiesParties and DBRS) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Dechert LLP, New York counsel to the Borrower, the Services Provider, Borrower and the Seller (including, without limitation, true sale Collateral Manager and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP▇, counsel to the Collateral Agent, the Collateral Administrator Agent and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably requestrequest (and including, without limitation, true sale and non-consolidation opinions from counsel to the Borrower). (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]The Agents shall have received a letter from DBRS addressed to the Borrower confirming that the Loans have been assigned a rating of "AA (sf)". (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, Natixis on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Engagement Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating AgencyDBRS, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Engagement Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received evidence satisfactory to the Administrative Agent and the Lenders that (i) the grant of security pursuant to the Granting Clause herein of all of the Borrower's right, title and interest in and to the Collateral pledged to the Collateral Agent on the Closing Date shall be effective in all relevant jurisdictions, (ii) delivery of such Collateral in accordance with Section 8.7 (including any promissory notes, executed assignment agreements and Microsoft Word or portable document format (.pdf) copies of the principal credit agreement for each initial Collateral Loan, to the extent in the possession of the Borrower) to the Custodian shall have been effected and (iii) the Collateral Agent (for the benefit of the Secured Parties) shall have a security interest in such Collateral. (h) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing;; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directorsdirectors or members approving this Agreement, designated manager or managing member, as applicable, approving the other Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (hi) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the SellerCollateral Manager: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, Collateral Manager set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager directors or managing member, as applicable, members approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (j) In the case of each item of Closing Date Collateral Loan and related Collateral pledged to the Collateral Agent on the Closing Date and immediately prior to the delivery thereof on the Closing Date, the following shall be true and correct (i) If requested (A) the Borrower is the owner of such Closing Date Collateral Loan and related Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which are being released on the Closing Date; (B) the Borrower has acquired its ownership in such Closing Date Collateral Loan and related Collateral in good faith without notice of any adverse claim, except as described in clause (A) above; (C) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Closing Date Collateral Loan and related Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (D) the Borrower has full right to grant a security interest in and assign and pledge such Closing Date Collateral Loan and related Collateral to the Collateral Agent; and (ii) upon grant by any Lender in writingthe Borrower, the Administrative Collateral Agent has a first priority perfected security interest in the Closing Date Collateral Loan and related Collateral, except as permitted by this Agreement. (k) As of the Closing Date, (i) the Principal Collateralization Amount of the Closing Date Collateral Loans identified on Schedule H shall be equal to or greater than $38,512,500.00, (ii) there are at least six different Obligors with respect to the Closing Date Collateral Loans and (iii) such Closing Date Collateral Loans shall comprise at least four different DBRS Industry Classifications. (l) The Agents shall have received evidence a certificate of the Borrower certifying that the Borrower obtained a CUSIP does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereundercurrency hedging agreements. (jm) [Reserved]. (n) The Administrative Agent shall have received a secretary’s 's certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (lo) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby, or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby except as have been given. (mp) All legal matters incident to this Agreement and the other Loan Documents shall be satisfactory to the Borrower, the Administrative Agent, the Lenders and their respective counsel. (q) The Borrower Agents shall have received such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested; provided that sufficient notice of such request has been given to the Document CustodianBorrower (though nothing herein shall impose an obligation on any Agent to make any such request). For purposes of determining compliance with the conditions specified in Section 3.1 above, each of the Agents and each Lender that has signed this Agreement shall be deemed to have consented to or accepted each document or other matter required thereunder to be consented to by or acceptable to such Agent and Lender unless the Administrative Agent shall have received notice from a properly completed Lender prior to the Closing Date specifying its objection thereto and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including unless the PATRIOT ActCollateral Agent shall have received notice from the Administrative Agent prior to the Closing Date specifying its objection thereto.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofnotice to DBRS of any such waiver), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each Date duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured PartiesParties and DBRS) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Dechert LLP, New York counsel to the Borrower, the Services Provider, Collateral Manager and the Seller Retention Provider (including, without limitation, a true sale and non-consolidation opinions), opinion) and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document CustodianSecurities Intermediary, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders Natixis Securities Americas LLC (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, ) on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Engagement Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating AgencyDBRS, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Engagement Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing;; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing memberapproving this Agreement, as applicable, approving the other Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, Collateral Manager and the Retention Holder and the SellerProvider: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Collateral Manager and the Retention Provider, the Retention Holder and the Seller, respectivelyas applicable, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager managing member or managing memberits general partner, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) The Agents shall have received a certificate of the Borrower certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (j) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (jk) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender party and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certificationany KYC documentation. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby, or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby except as have been given. (m) All legal matters incident to this Agreement and the other Loan Documents shall be satisfactory to the Borrower, the Administrative Agent, the Lenders and their respective counsel. (n) The Borrower Agents shall have provided received evidence satisfactory to the Document CustodianAdministrative Agent, each Lender the Collateral Agent and the Lenders that (i) the grant of security pursuant to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the Collateral pledged to the Collateral Agent on the Closing Date shall be effective in all relevant jurisdictions, (ii) delivery of such Collateral in accordance with Section 8.7 (including any promissory notes, executed assignment agreements and Microsoft Word or portable document format (.pdf) copies of the principal credit agreement for each initial Collateral Loan, to the extent in the possession of the Borrower) to the Securities Intermediary shall have been effected and (iii) the Collateral Agent (for the benefit of the Secured Parties) shall have a security interest in such Collateral. (o) The Agents shall have received a certificate of an Authorized Officer of the Collateral Manager (which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on the Closing Date), to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and immediately prior to the delivery thereof on or prior to the Closing Date, (A)(w) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which have been released on or prior to the Closing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by this Agreement. (p) The Agents shall have received such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested; provided that sufficient notice of such request has been given to the Borrower (though nothing herein shall impose an obligation on any Agent to make any such request). (q) The Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) shall have received the structure chart set out as Exhibit J hereto, the transaction summary set out as Exhibit J hereto, and any documentation and other information reasonably requested draft transaction documents, in connection with each case, in order to fulfill any applicable “know your customer” and anti-money laundering rules and regulations, including reporting obligations under Article 7 of the PATRIOT ActSecuritisation Regulations.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents (other than the Collateral Agent Fee Letter) to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) Parties from (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, the Retention Provider and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent, the Collateral Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Dechert LLP, New York counsel to the Borrower, the Services Provider, Borrower and the Seller (including, without limitation, true sale Collateral Manager and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇Seyfarth S▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]The Agents shall have received a letter from M▇▇▇▇'▇ addressed to the Borrower confirming, collectively, that the Class A-R Loans and the Class A-T Loans have been assigned a rating of at least "Aa1 (sf)". (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, Natixis on the Closing Date pursuant to the Fee Engagement Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, Agents and the Lenders and (iii) all reasonable fees and expenses of respective counsel to the Agents and the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received evidence satisfactory to them and the Lenders that (i) the grant of security pursuant to the Granting Clause herein of all of the Borrower's right, title and interest in and to the Collateral pledged to the Collateral Agent on the Closing Date shall be effective in all relevant jurisdictions, (ii) delivery of such Collateral (including any promissory notes, executed assignment agreements and word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent in the possession of the Borrower) to the Custodian shall have been effected and (iii) the Collateral Agent (for the benefit of the Secured Parties) shall have a security interest in such Collateral. (h) The Agents shall have received a certificate of an Authorized Officer of the BorrowerBorrower and the Collateral Manager: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower or the Collateral Manager, as applicable, set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing;; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directorsdirectors or members approving this Agreement, designated manager or managing member, as applicable, approving the other Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would could reasonably be expected to have a Material Adverse Effect. (i) The Agents shall have received a certificate of an Authorized Officer of the Borrower, to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and immediately prior to the delivery thereof on the Closing Date, (A) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date; and(B) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (A) above; (C) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; (D) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (E) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except as permitted by this Agreement. (j) The Agents shall have received evidence that, as of the Closing Date, (A) the Collateral Loans identified on Schedule F are (i) free and clear of any liens, claims or encumbrances of any nature whatsoever, except for those which are being released on the Closing Date and (ii) owned by the Borrower either as the holder and lender of record in respect of such Collateral Loans or as Participation Interests and (B) the sum of (i) the Principal Collateralization Amount of the Collateral Loans identified on Schedule F, plus (ii) the amount of any cash representing Principal Proceeds, minus (iii) the aggregate principal amount of the Loans outstanding, is equal to or greater than $135,575,000. (k) The Agents shall have received a certificate of the Borrower certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (hl) The Agents shall have received a certificate the first fiscal quarter 2012 financial statements of an Authorized Officer of each of the Services Provider, the Retention Holder G▇▇▇▇▇▇▇ BDC and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse EffectG▇▇▇▇▇▇▇ Funding 2010-1. (im) If requested by any Lender in writing, the The Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature back-up certificate from an Authorized Officer of the Loans made hereunderCollateral Manager relating to certain factual matters pertaining to the Collateral Manager that are relevant pursuant to Article 122a. (jn) The Administrative Agent shall have received a secretary’s 's certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (ko) If The Collateral Agent shall have (i) received an Accountants' Report (A) comparing the Obligor, coupon/spread, maturity, country of domicile, M▇▇▇▇'▇ Rating with respect to each Collateral Loan to the information provided by the Borrower qualifies with respect to every asset included in the Pledged Collateral, by reference to such sources as shall be specified therein, (B) using information as provided by the Borrower, recalculating the Coverage Tests, Concentration Limitations and Collateral Quality Tests, and comparing the results to the requirements as specified in this Agreement, and (C) confirming that each of the Coverage Tests, Concentration Limitations and Collateral Quality Tests is in compliance with the terms of this Agreement and (ii) provided a “legal entity customer” under report to M▇▇▇▇'▇ that (A) recalculates the Beneficial Ownership Regulationinformation in the Accountants' Report referred to in clause (i) above and (B) confirms the compliance of the Coverage Tests, the Administrative Agent, each Lender Concentration Limitations and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership CertificationCollateral Quality Tests set forth in such Accountants' Report. (lp) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby, or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby except as have been given. (mq) All legal matters incident to this Agreement and the other Loan Documents shall be satisfactory to the Borrower, the Agents, the Lenders and their respective counsel. (r) The Borrower Administrative Agent and the Lenders shall have received a Retention of Net Economic Interest Letter. (s) The Agents shall have received such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested and provided that sufficient notice of such request has been given to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT ActBorrower.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofnotice to DBRS of any such waiver), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each Date duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured PartiesParties and DBRS) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Dechert LLP, New York counsel to the Borrower, the Services Provider, Collateral Manager and the Seller Retention Provider (including, without limitation, a true sale and non-consolidation opinions), opinion) and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders Natixis Securities Americas LLC (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, ) on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Engagement Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating AgencyDBRS, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Engagement Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing;; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing memberapproving this Agreement, as applicable, approving the other Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, Collateral Manager and the Retention Holder and the SellerProvider: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Collateral Manager and the Retention Provider, the Retention Holder and the Seller, respectivelyas applicable, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager managing member or managing memberits general partner, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) The Agents shall have received a certificate of the Borrower certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (j) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (jk) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender party and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certificationany KYC documentation. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby, or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby except as have been given. (m) All legal matters incident to this Agreement and the other Loan Documents shall be satisfactory to the Borrower, the Administrative Agent, the Lenders and their respective counsel. (n) The Borrower Agents shall have provided received evidence satisfactory to the Document CustodianAdministrative Agent, each Lender the Collateral Agent and the Administrative Lenders that (i) the grant of security pursuant to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the Collateral pledged to the Collateral Agent on the Closing Date shall be effective in all relevant jurisdictions, (ii) delivery of such Collateral in accordance with Section 8.7 (including any promissory notes, executed assignment agreements and Microsoft Word or portable document format (.pdf) copies of the principal credit agreement for each initial Collateral Loan, to the extent in the possession of the Borrower) to the Custodian shall have been effected and (iii) the Collateral Agent (for the benefit of the Secured Parties) shall have a properly completed security interest in such Collateral. (o) The Agents shall have received a certificate of an Authorized Officer of the Collateral Manager (which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on the Closing Date), to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and duly executed IRS Form W-9 immediately prior to the delivery thereof on or prior to the Closing Date, (A)(w) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which have been released on or prior to the Closing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other applicable tax formthan pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except in respect of any documentation Permitted Lien or as otherwise permitted by this Agreement. (p) The Agents shall have received such other opinions, instruments, certificates and other information documents from the Borrower as the Agents or any Lender shall have reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including requested; provided that sufficient notice of such request has been given to the PATRIOT ActBorrower (though nothing herein shall impose an obligation on any Agent to make any such request).

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent, the Collateral Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing DateServices Agreement, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on (or before within one Business Day after) the Closing Date (and the Borrower and the Subsidiary Guarantor each hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC Uniform Commercial Code in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower Borrower, the Subsidiary Guarantor or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured PartiesParties and S&P) from (i) ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇▇▇ LLP, special New York counsel to the Borrower, the Services ProviderSubsidiary Guarantor, the Servicer and the Seller (including, without limitation, true sale and non-consolidation opinions)Retention Provider, (ii) ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special Delaware counsel to the Borrower and the Parent, (iii) ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (Ireland) LLP, special Irish counsel to the Subsidiary Guarantor and (iv) ▇▇▇▇▇▇ & Bird LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably requestrequest (and including, without limitation, true sale and non-consolidation opinions from counsel to the Borrower and the Subsidiary Guarantor). (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement Agreements shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts (if any) required to be deposited in any of the Covered Accounts (including the Closing Expense Account) as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]The Administrative Agent shall have received (i) UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches indicating that there are no effective lien notices or comparable documents that name the Company as debtor and that are filed in the jurisdiction in which the Company is organized, (ii) UCC lien searches or equivalent reports or searches for each Seller indicating that there are no effective lien notices or comparable documents filed against such Seller with respect to the Collateral in the jurisdiction in which such Seller is organized and (iii) such other searches that the Administrative Agent deems necessary or appropriate. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders The Bank of Nova Scotia (or any designated Affiliate), Document Custodian ) and the Administrative Agent, as applicable, Agent on the Closing Date pursuant to the Fee Letter, the Document Custodian Upfront Fee Letter and the Administrative Agent Fee Letter Letter, as applicable, and (ii) except as otherwise agreed between the Administrative Agent and the Borrower, all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter Letters and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received evidence satisfactory to them and the Lenders that (i) the grant of security pursuant to the Granting Clause herein and the Irish Collateral Deed, as applicable, of all of the Loan Parties' right, title and interest in and to the Collateral pledged to the Collateral Agent on the Closing Date shall be effective in all relevant jurisdictions, (ii) delivery of such Collateral (including any promissory notes, executed assignment agreements and word or pdf copies of the principal credit agreement for each initial Collateral Loan to be acquired on the Closing Date, to the extent in the possession of the Borrower or the Subsidiary Guarantor) to the Custodian shall have been effected and (iii) the Collateral Agent (for the benefit of the Secured Parties) shall have a security interest in such Collateral. (h) The Agents shall have received a certificate of an Authorized Officer of the Borrower:, the Subsidiary Guarantor, the Parent, the Servicer, the Retention Provider, the other Sellers and FPLF Management (provided that the certification regarding clauses (i)(A) and (i)(C) below shall be delivered by the Borrower and the Servicer only): (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower Borrower, the Subsidiary Guarantor, the Parent, the Servicer, the Retention Provider, the other Sellers or FPLF Management, as applicable, set forth in this Agreement and Agreement, each of the other Loan Documents and the Services Agreement are true and correct in all material respects or, with respect to all representations and warranties that are qualified as to "materiality", "Material Adverse Effect" or similar language, are true and correct in all respects, in each case on such respective dates (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects or in all respects, as applicable, as of such earlier date); and (C) no Default or Event of Default has occurred and is continuing;; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager managers or managing membermembers approving this Agreement, as applicable, approving the other Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate certificate, or in the case of the Subsidiary Guarantor, a letter of status, from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would could reasonably be expected to have a Material Adverse Effect; and. (i) The Agents shall have received a certificate of an Authorized Officer of each Loan Party, to the effect that, in the case of each item of Collateral pledged to the Collateral Agent by such Loan Party, on the Closing Date and immediately prior to the delivery thereof on, or prior to, the Closing Date, (A) such Loan Party is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on, or prior to, the Closing Date, (ii) those granted pursuant to this Agreement and (iii) Permitted Liens; (B) such Loan Party has acquired its ownership in such Collateral in good faith without notice of any adverse claim (as such term is defined in Section 8-102(a)(1) of the UCC), except as described in clause (A) above; (C) such Loan Party has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released or is being released on the Closing Date) other than the interests granted pursuant to this Agreement and Permitted Liens; (D) such Loan Party has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (E) upon grant by such Loan Party and the taking of all steps required by Section 8.7, the Collateral Agent has a first priority perfected security interest in the Collateral, except as permitted by this Agreement, which matters (solely with respect to clauses (A), (B) and (E) of this Section 3.1(i)) shall be confirmed in writing by the Servicer to such Loan Party. (j) The Agents shall have received a certificate of an Authorized Officer of the each Loan Party, to the effect that, as of the Closing Date, (A) the Collateral Loans of such Loan Party identified on Schedule H are (i) free and clear of any liens, claims or encumbrances of any nature whatsoever, except for those which are being released on the Closing Date and Permitted Liens and (ii) owned by such Loan Party as the holder and lender of record in respect of such Collateral Loans and (B) each of the Coverage Tests, Collateral Quality Tests and Concentration Limitations are satisfied. (k) The Agents shall have received a certificate of each Loan Party certifying that the Borrower such Loan Party does not have outstanding debt prior to the Closing DateDate (other than Permitted Indebtedness), and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (jl) The Administrative Agent shall have received a secretary’s 's certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (km) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulationapplicable, the Administrative Agent, each Lender Agents and the Document Custodian Affected Lenders shall have received from the Borrower a satisfactorily completed Beneficial Ownership CertificationEU/UK Retention Letter. (ln) The Administrative Agent shall have received the structure chart set out as Exhibit I hereto, and the transaction summary set out as Exhibit J hereto. (o) The Agents shall have received from the Borrower each Loan Party either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premisesover such Loan Party, together with an opinion of counsel of the Borrowerto such Loan Party, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby, or (B) an opinion of counsel of the Borrower such Loan Party that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under making of the Loan Documents Loans contemplated hereby except as have been given. (mi) The Borrower To the extent requested by the Administrative Agent, the Collateral Agent or any Lender, the Administrative Agent, Collateral Agent or such Lender, as the case may be, shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any received all documentation and other information reasonably requested in connection with required by regulatory authorities under the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "PATRIOT Act") and other applicable “"know your customer” " and anti-money laundering rules and regulationsregulations and (ii) to the extent the Company qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, including the PATRIOT ActAdministrative Agent and the Collateral Agent shall have received from each Loan Party a satisfactorily completed Beneficial Ownership Certification. (q) All legal matters incident to this Agreement and the other Loan Documents shall be satisfactory to the Borrower, the Agents, the Lenders and their respective counsel. (r) The Agents shall have received such other opinions, instruments, certificates and documents from the Loan Parties as the Agents or any Lender shall have reasonably requested; provided that sufficient notice of such request has been given to the Loan Parties.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereofLender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents (other than the Collateral Agent Fee Letter) to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)the Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) Parties from (i) ▇▇▇▇▇▇ Cleary Gottlieb Steen & ▇▇▇▇▇▇▇ Hamilton LLP, counsel to the Borrower, the Services Provider, the Retention Provider and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ Nixon Peabody LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Eversheds Sutherland (US) LLP, Maryland counsel to the Services Provider, Seller and the Retention Provider, (iv) Holland & Knight LLP, New York and Delaware counsel to the Document Custodian, and (v) Morris, Nichols, Arsht & Tunnell LLP, special Delaware counsel to the Borrower, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders Natixis Securities Americas LLC (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, ) on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Engagement Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Engagement Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (gf) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (DC) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (hg) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder Provider and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder Provider and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (ih) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (ji) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (kj) If The Administrative Agent shall have received from the Borrower qualifies as Retention Provider a “legal entity customer” under the Beneficial Ownership Regulation, satisfactorily completed European risk retention questionnaire provided by the Administrative Agent, each Lender . (k) The Administrative Agent and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and Custodian any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Effectiveness of Commitments. The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender in accordance with the terms hereof), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date, each duly executed and delivered by all of the parties thereto, except for the Collateral Agent Fee Letter which shall be executed and delivered within thirty (30) days of the Closing Date. (b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent (or its representative)) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor. (c) The Agents shall have received legal opinions (addressed to each of the Secured Parties) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Services Provider, and the Seller (including, without limitation, true sale and non-consolidation opinions), (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ Peabody LLP, counsel to the Collateral Agent, the Collateral Administrator and the Custodian and (iii) Holland & Knight LLP, counsel to the Document Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established, (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (iii) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited. (e) [Reserved]. (f) The Borrower shall have paid (i) the fees to be received by the Initial Lenders (or any designated Affiliate), Document Custodian and Administrative Agent, as applicable, on the Closing Date pursuant to the Fee Letter, the Document Custodian Fee Letter and the Administrative Agent Fee Letter and (ii) all reasonable and documented fees and out-of-pocket costs and expenses of the Agents, the Lenders, the applicable Rating Agency, respective legal counsel and each other Person payable under and in accordance with the Fee Letter, the Administrative Agent Fee Letter and the Document Custodian Fee Letter and as otherwise agreed by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents. (g) The Agents shall have received a certificate of an Authorized Officer of the Borrower: (i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and (iii) certifying that the Borrower does not have outstanding debt prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements. (h) The Agents shall have received a certificate of an Authorized Officer of each of the Services Provider, the Retention Holder and the Seller: (i) to the effect that, as of the Closing Date, all representations and warranties of the Services Provider, the Retention Holder and the Seller, respectively, set forth in each of the Loan Documents are true and correct in all material respects; and (ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its board of directors, designated manager or managing member, as applicable, approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder. (j) The Administrative Agent shall have received a secretary’s certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party. (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, each Lender and the Document Custodian shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification. (l) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower to fulfill its obligations under the Loan Documents except as have been given. (m) The Borrower shall have provided to the Document Custodian, each Lender and the Administrative Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.