Common use of Conditions Precedent to Funding Clause in Contracts

Conditions Precedent to Funding. Lender’s obligation to fund any installment of the Loan on the Funding Date therefor is subject to the satisfaction of the following conditions precedent and the Lender’s receipt on or before the Funding Date of the following, in form and substance reasonably satisfactory to Lender: (a) an executed copy of this Agreement; (b) an executed copy of the Security Agreement and Subordination Acknowledgment; (c) evidence that all payments due by Borrower during June 2017 and on or before that Funding Date with respect to the Designated Leases have been paid in full; (d) a certificate of Borrower’s secretary, dated the Funding Date, certifying attached copies of the resolutions of Borrower’s board of managers evidencing approval of the transactions contemplated by this Agreement, and showing the names and copies of the specimen signature(s) of Borrower’s officer(s) authorized to sign this Agreement and the related documents to which it is (or is to become) a party; (e) an Officer’s Certificate certifying: (x) Borrower’s representations and warranties in Section 4 of this Agreement are true and accurate as though made on the Funding Date, (y) no Event of Default exists or will result from the Loan and (z) no “Event of Default” or similar event exists under any Other EDC Transaction, (f) all necessary consents, approvals, licenses, permits, declarations, or registrations then required in connection with Borrower’s execution, delivery, and performance of this Agreement and the transactions contemplated hereby shall have been obtained; and (g) such additional opinion(s) and document(s) the Lender requests.

Conditions Precedent to Funding. Lender’s The obligation of each Lender to fund any installment of the Loan on the Funding Date therefor make an Advance pursuant to Section 2.01 is subject to the satisfaction or waiver of the following conditions precedent and precedent: (a) The Bankruptcy Court shall have approved the Lender’s receipt Disclosure Statement. (b) The Administrative Agent shall have received on or before the Funding Date of the following, each dated such day (unless otherwise specified): (i) This Agreement, duly executed by the parties hereto. (ii) an escrow agreement, in substantially the form of Exhibit D hereto or otherwise in form and substance reasonably satisfactory to Lender:the Administrative Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Escrow Agreement”), duly executed by the Borrower, the Administrative Agent and the Escrow Agent. (aiii) an executed copy of this Agreement; (b) an executed copy of the Security Agreement and Subordination Acknowledgment; (c) evidence that all payments due by Borrower during June 2017 and on or before that Funding Date with respect to the Designated Leases have been paid in full; (d) a certificate of Borrower’s secretary, dated the Funding Date, certifying attached Certified copies of the resolutions of Borrower’s the board of managers evidencing approval directors of the transactions contemplated Borrower approving the execution and delivery of this Agreement and the other Loan Documents. (iv) A copy of the charter or other constitutive document of the Borrower and each amendment thereto, certified (as of a date not more than 20 days prior to the Funding Date), if applicable, by this Agreementthe Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (v) A certificate of the President or a Vice President and the Secretary or an Assistant Secretary of the Borrower, dated the Funding Date (the statements made in which certificate shall be true on and as of the Funding Date), certifying as to (A) the accuracy and completeness as of the Funding Date of the charter or other constitutive document of the Borrower delivered pursuant to Section 3.01(b)(iv) and the absence of any changes thereto since the date of the Secretary of State’s certificate referred to in such Section; (B) a true and correct copy of the bylaws (or equivalent organizational documents) of the Borrower as in effect on the date on which the resolutions referred to in Section 3.01(b)(iii) were adopted and on the Funding Date; and (C) the due incorporation and good standing or valid existence of the Borrower as a corporation or other entity organized under the laws of the jurisdiction of its incorporation or organization, and showing the absence of any proceeding known to be pending or threatened in writing for the dissolution, liquidation or other termination of the existence of the Borrower. (vi) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and copies true signatures of the specimen signature(s) officers of Borrower’s officer(s) the Borrower authorized to sign this Agreement Agreement, the other Loan Documents and the related other documents to which it is (or is to become) a party;be delivered hereunder and thereunder. (evii) an Officer’s Certificate certifying: (x) The Borrower’s representations business plan prepared by the Borrower’s management, which shall include a financial forecast on a monthly basis for each of the first 12 months following the Funding Date and warranties in Section 4 on an annual basis through the year 2014. (viii) A Notice of this Agreement are true and accurate as though Borrowing for the Borrowing to be made on the Funding Date. (ix) A favorable opinion of K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, (y) no Event of Default exists or will result from counsel to the Loan Parties, in customary form and (z) no “Event reasonably satisfactory to the Administrative Agent, with respect to the existence of Default” or similar event exists under any Other EDC Transaction, (f) all necessary consentsthe Borrower, approvalsthe due authorization, licenses, permits, declarations, or registrations then required in connection with Borrower’s execution, delivery, execution and performance delivery and enforceability of this Agreement and the transactions contemplated hereby Escrow Agreement against the Borrower, and the execution and delivery of this Agreement and the Escrow Agreement by the Borrower not conflicting with the constitutive document of the Borrower or with federal and New York law. (x) [Intentionally omitted] (xi) Evidence that cash proceeds from the issuance of at least $455,000,000 in principal amount of the Senior Notes (net of fees, costs and expenses payable in connection with the issuance thereof) shall have been obtaineddeposited into escrow. (c) The Lenders shall have received (i) audited annual financial statements of the Borrower and its Subsidiaries, on a Consolidated basis, for the year ended December 31, 2009; and (ii) interim unaudited monthly and quarterly financial statements of the Borrower and its Subsidiaries since December 31, 2009 through the most recently ended fiscal month ending at least 30 days prior to the Funding Date (or in the case of quarterly financial statements, through the most recently ended fiscal quarter ending at least 45 days prior to the Funding Date). (d) The Lenders shall have received all documentation and other information requested by the Administrative Agent (to the extent requested no later than three (3) Business Days prior to the Funding Date) as is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (e) All costs, fees and expenses (including, without limitation, legal fees and expenses) and other compensation contemplated by the Engagement Letter and the Fee Letter and payable to the Bookrunners, the Administrative Agent or the Lenders shall have been paid to the extent due. (f) Since December 31, 2009, there shall not have occurred a Material Adverse Change. As of the Funding Date, there shall exist no action, suit, investigation, litigation or proceeding pending in any court or before any arbitrator or governmental instrumentality that (i) would reasonably be expected to result in a Material Adverse Change or (ii) restrains, prevents or imposes or can reasonably be expected to impose conditions materially adverse to the Lenders upon the Term Facility or any of the other material transactions contemplated hereby. (g) The Borrower shall have obtained ratings of the Borrower and the Term Facility from M▇▇▇▇’▇. (h) The following statements shall be true (and each of the giving of the Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing into escrow shall constitute a representation and warranty by the Borrower that on the Funding Date, such statements are true): (i) the representations and warranties contained in each Loan Document entered into on the Funding Date are true and correct in all material respects (provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Funding Date, immediately before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than the Funding Date, in which case such representations or warranties were true and correct in all material respects (provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language were true and correct in all respects) as of such specific date; and (gii) no event has occurred and is continuing, or would result from such additional opinion(s) and document(s) Borrowing or from the Lender requestsapplication of the proceeds therefrom, that constitutes a Default.

Conditions Precedent to Funding. Lender’s The obligation of Lessor to fund any installment of the Loan on the Funding Date therefor purchase ------------------------------- and pay for each Unit is subject to the satisfaction of the following conditions precedent and the Lender’s receipt on or before the Funding Date of the following, in form and substance reasonably satisfactory to Lenderprecedent: (a) an Lessee shall have executed copy and delivered to Lessor the Certificate and any Purchase Agreement Assignment or ▇▇▇▇ of this sale and invoice therefor as required under Sections 1.1 and 1.3 of the Lease Agreement; (b) an executed copy the Delivery Date of the Security Agreement and Subordination AcknowledgmentUnit shall be during the Utilization Period set forth below; (c) evidence that all payments due by Borrower during June 2017 and on there shall exist no Event of Default (nor any event which, with notice or before that Funding Date with respect to the Designated Leases have been paid in fulllapse of time or both, would become an Event of Default); (d) a certificate no material adverse change in Lessee's or any guarantor's or general partner of Borrower’s secretary, dated Lessee's financial condition shall have occurred since the Funding Date, certifying attached copies of the resolutions of Borrower’s board of managers evidencing approval of the transactions contemplated by this Agreement, and showing the names and copies of the specimen signature(s) of Borrower’s officer(s) authorized to sign this Agreement and the related documents to which it is (or is to become) a partydate hereof; (e) an Officer’s Certificate certifying: (x) Borrower’s representations and warranties in Section 4 satisfactory resolution of this Agreement are true and accurate as though made on the Funding Date, (y) no Event of Default exists or will result from the Loan and (z) no “Event of Default” or similar event exists under any Other EDC Transaction,environmental issues; and (f) all necessary consentsdelivery to Lessor, approvalsno later than the first assignment by Lessee of a Purchase Agreement under this Appendix (or, licensesin the case of a sale and leaseback, permitsthe first Delivery Date), declarationsat Lessee's sole expense, or registrations then required of the following documents, in connection with Borrower’s execution, deliveryform and substance satisfactory to Lessor; (i) evidence of Lessee's and any guarantor's authority to enter into and perform its obligations under the Lease, and performance of this Agreement the incumbency of corporate or partnership officers or identity of individuals authorized to execute and deliver the transactions contemplated hereby shall have been obtained; andLease and any other agreement or document required thereunder, including specimen signatures of such persons; (gii) such additional opinion(san opinion of counsel of Lessee and any guarantor; (iii) insurance certificates or other evidence acceptable to Lessor that Lessee has complied with Section 7 of the Lease Agreement; (iv) UCC financing statements executed by Lessee together with, at Lessor's option, certificates of filing officers as to the nonexistence of any prior UCC filings and, in the case of a sale and document(s) the Lender requests.leaseback, evidence satisfactory to Lessor that each Unit is free and clear of all claims, liens, security interests and encumbrances;

Conditions Precedent to Funding. Lender’s After the Closing Date, the obligation of each Lender to fund honor any installment Request for a Credit Extension with respect to the funding of the Loan Loans on the Funding Date therefor is subject to the satisfaction of the following conditions precedent and the Lenderprecedent: (1) The Closing Date shall have occurred. (2) The Administrative Agent’s receipt on or before the Funding Date of the following, which shall be an original, facsimile or copy in form and substance reasonably satisfactory .pdf format (followed promptly by an original) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party: a Committed Loan Notice (delivered at least one (1) Business Day prior to Lender:the Closing Date). (a3) an executed The Closing Date Refinancing shall have occurred and the Borrower and its Subsidiaries shall have (x) no outstanding Indebtedness for borrowed money other than Indebtedness permitted under Section 7.02 and (y) no Liens outstanding other than Permitted Liens. (4) The Administrative Agent shall have received a copy of this Agreement; (b) an executed copy of the Security Agreement a detailed sources and Subordination Acknowledgment; (c) evidence that all payments due by Borrower during June 2017 uses statement and on or before that Funding Date with respect to the Designated Leases have been paid in full; (d) a certificate of Borrower’s secretary, dated the Funding Date, certifying attached copies of the resolutions of Borrower’s board of managers evidencing approval of funds flow memorandum for the transactions contemplated by this Agreementthe Loan Documents on the Funding Date. (5) Both before and after giving effect to the transactions contemplated hereby, and showing including the names and copies borrowing of the specimen signature(s) of Borrower’s officer(s) authorized to sign this Agreement and the related documents to which it is (or is to become) a party; (e) an Officer’s Certificate certifying: (x) Borrower’s representations and warranties in Section 4 of this Agreement are true and accurate as though made Loans on the Funding Date, (y) no Default or Event of Default exists or will result from shall have occurred and be continuing. (6) There shall exist no pending or, to the knowledge of the Loan and Parties, threatened litigation against the Loan Parties or any of their Subsidiaries or respective assets in any court or administrative forum (zi) no “Event of Default” which could reasonably be expected to have a Material Adverse Effect or similar event exists under any Other EDC Transaction, (fii) all necessary consents, approvals, licenses, permits, declarations, or registrations then required in connection with Borrower’s execution, delivery, and performance of that involves this Agreement and or any other Loan Document (or any of the transactions contemplated hereby in connection (and to occur substantially concurrently) with the funding of the Loans on the Funding Date). (7) The Funding Date shall have been obtained; and occurred no later than 11:59 p.m. (gNew York time) such additional opinion(s) and document(s) the Lender requestson December 16, 2022.

Conditions Precedent to Funding. Lender’s obligation to fund any installment The satisfaction (or waiver in writing by Agent (at the direction of the Loan on Lenders) or the Funding Date therefor is subject to the satisfaction Lenders) of each of the following shall constitute conditions precedent to the funding of the 2024-1 Term Loans (the date on which all such conditions precedent are either satisfied or waived, being the “Eighth Amendment Funding Date”): (a) the occurrence of the Eighth Amendment Effective Date; (b) the Agent and the Lender’s receipt on or before the Funding Date of the followingLenders shall have received, in form and substance reasonably satisfactory to Lender: (a) an executed copy of this Agreement; (b) an executed copy the Lenders, wire instructions for the account into which the portion of the Security Agreement 2024-1 Term Loan proceeds directed to the Borrower should be deposited as set forth in the direction letter and Subordination AcknowledgmentFunds Flow Memorandum attached thereto, which shall reflect the capitalization of all applicable fees due pursuant to Section 7 hereof and an allocation of the payment in full of all Lender Expenses due pursuant to Section 7 hereof in immediately available funds; (c) evidence that all payments due by Borrower during June 2017 and on or before that Funding Date with respect the 2024-1 Term Loans shall be deemed to the Designated Leases have been paid made in full;the August PIK Fee Amount in accordance with the Amendment Number Eight Fee Letter; and (d) the Refining Intermediation Facility is in full force and effect, and Macquarie has made, or has been deemed to have made, a certificate Positive Election under (and as defined in) that certain Tripartite Crude Supply Agreement dated April 1, 2022, among Shell Trading (US) Company, the Borrower, and Macquarie through September 24, 2024. For purposes of Borrower’s secretarydetermining compliance with the conditions specified in this Section 5, dated each 2024-1 Term Loan Lender that funds its 2024-1 Term Loan shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to it upon funding its 2024-1 Term Loan unless the Agent shall have received notice from such 2024-1 Term Loan Lender prior to the proposed Eighth Amendment Funding DateDate specifying its objection thereto. For the avoidance of doubt, certifying attached copies it is hereby acknowledged and agreed that in the event that the conditions specified in this Section 5 are not satisfied on or before 3:00 p.m. New York time on August 26, 2024, the 2024-1 Commitment and obligation of the resolutions of Borrower’s board of managers evidencing approval of 2024-1 Term Loan Lenders to make the transactions contemplated by this Agreement, and showing the names and copies of the specimen signature(s) of Borrower’s officer(s) authorized to sign this Agreement and the related documents to which it is (or is to become) a party; (e) an Officer’s Certificate certifying: (x) Borrower’s representations and warranties in Section 4 of this Agreement are true and accurate as though made on the Funding Date, (y) no Event of Default exists or will result from the Loan and (z) no “Event of Default” or similar event exists under any Other EDC Transaction, (f) all necessary consents, approvals, licenses, permits, declarations, or registrations then required in connection with Borrower’s execution, delivery, and performance of this Agreement and the transactions contemplated hereby 2024-1 Term Loans shall have been obtained; and (g) automatically terminate at such additional opinion(s) and document(s) the Lender requeststime.

Conditions Precedent to Funding. Lender’s obligation The effectiveness of this Agreement and obligations of the Agent and the Banks to fund any installment of the Loan on the Funding Date therefor is Loans are subject to the satisfaction of condition precedent that the following conditions precedent and the Lender’s receipt on or before the Funding Date of Agent shall have received the following, in form and substance reasonably satisfactory to Lenderthe Agent at least ten (10) Business Days prior to Borrower submitting its first Draw Request for Advance to the Disbursing Agent: (a) A certificate of the Borrower representing, warranting and certifying to the Agent and the Banks that each and all of the representations and warranties contained in this Agreement and the Related Documents are true and correct as of the date thereof and that no Event of Default, and no event which with the giving of notice or the passage of time or both would constitute an executed copy Event of this AgreementDefault, has occurred and is continuing as of the date thereof; (b) an executed copy A certificate of the Security Agreement Borrower certifying to the Agent and Subordination Acknowledgmentthe Banks that the Borrower has disbursed or contributed in escrow an amount of not less than $15,800,000.00 with respect to the construction of the Project; (c) evidence that all payments due by A certificate of the Borrower during June 2017 and on or before that Funding Date with respect certifying to the Designated Leases have Agent and the Banks that not less than $31,995,000.00 of Borrower’s Equity has been paid in fullactually contributed by the members of the Borrower and that none of such amount remains unpaid or uncontributed; (d) a certificate Policies of Borrower’s secretary, dated insurance with respect to the Funding Date, certifying attached copies of Project and evidence that the resolutions of Borrower’s board of managers evidencing approval of premiums for the transactions contemplated by this Agreement, current policy year have been paid and showing that the names and copies of the specimen signature(s) of Borrower’s officer(s) authorized to sign this Agreement Agent and the related documents to which it is (or is to become) a partyBanks are named on such policies as additional named insured parties; (e) an Officer’s Certificate certifying: True and correct copies of firm bids from Contractors and suppliers for goods and services to be used in connection with the construction of the Project for at least 75% of the Project Costs; (xf) Borrower’s representations A certificate from the Consulting Engineer that the Plans and warranties in Section 4 of this Agreement Specifications are true and accurate as though made in all material respects and that the Project may be completed within the costs set forth on the Funding Date, (y) no Event Sworn Construction Statement of Default exists or will result from the Loan Borrower and (z) no “Event of Default” or similar event exists under any Other EDC Transaction, (f) all necessary consents, approvals, licenses, permits, declarations, or registrations then required in connection with Borrower’s execution, deliveryaccording to the Construction Schedule, and performance of this Agreement containing such additional terms and subject to such conditions as may be acceptable to the Agent and the transactions contemplated hereby shall have been obtained; andBanks; (g) An endorsement to the title insurance policy that the Real Property is not subject to the claims or liens of any contractors, subcontractors or suppliers which would have priority over the Deed of Trust; (h) The results of the Agent's inspection of the Collateral completed in good faith and acceptable to Agent; (i) Evidence reasonably satisfactory to the Agent that the Real Property and the contemplated use of the Real Property, are in compliance in all material respects with all applicable Laws including without limitation health and Environmental Laws, and laws regarding access and facilities for disabled persons including, but not limited to, the Federal Design Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990; (j) An appraisal of the Real Property, in form and substance satisfactory to the Agent, completed by such additional opinion(sappraiser as selected by the Agent, and rendered by the appraiser to conform to the requirements of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA), including an environmental assessment setting indicating that no hazardous waste or substances are contained on, under or in the Real Property; (k) A Construction Disbursing Agreement duly executed by the Agent, Borrower and document(sthe Disbursing Agent and in the form as provided by the Agent and by which agreement the terms and procedures are established for disbursing the proceeds of the Loans and the portion of Borrower’s Equity to be deposited with the Disbursing Agent pursuant to Section 2.02(f)(ii) the Lender requestshereof.

Conditions Precedent to Funding. Lender’s obligation As conditions precedent to fund any installment the funding of the Loan on Working Capital Line of Credit and the Funding Date therefor is subject Acquisition Facility, the Borrowers shall deliver or cause to be delivered to the satisfaction Bank, contemporaneously with or promptly after the execution and delivery of the following conditions precedent and the Lender’s receipt on or before the Funding Date of the followingthis Agreement, in a form and substance reasonably satisfactory to Lenderthe Bank and its counsel: (a) an executed copy of this AgreementThe Notes; (b) an executed copy of the Security Agreement and Subordination AcknowledgmentThe Loan Documents; (c) evidence that Certified copies of the articles of incorporation and bylaws of the Borrowers and the Sureties, and all payments due by Borrower during June 2017 amendments thereto, and on or before that Funding Date with respect to a certificate of good standing evidencing the Designated Leases have been paid in fullgood standing of the Borrowers and the Sureties as a domestic corporation under the laws of their respective states of incorporation; (d) a certificate of Borrower’s secretary, dated the Funding Date, certifying attached Certified copies of all corporate action taken by the Borrowers and the Sureties (including resolutions adopted by the Board of Borrower’s board of managers evidencing approval Directors of the transactions contemplated by this AgreementBorrowers and the Sureties) authorizing the execution, delivery and showing the names and copies performance of the specimen signature(s) of Borrower’s officer(s) authorized to sign this Agreement and the related documents other Loan Documents to which it is (the Borrowers or is to become) the Sureties are a party; (e) an Officer’s Certificate certifying: An (xi) Borrower’s representations opinion of counsel for the Borrowers as to the matters mentioned in Sections 6.01, 6.02, 6.03, 6.05, 6.10 and warranties in Section 4 6.16 of this Agreement are true Agreement, and accurate such other matters as though made on may be requested by the Funding DateBank, (yii) no Event an opinion of Default exists or will result from an attorney authorized to practice law in the Loan State of Vermont as to the obtaining of such necessary permits and (z) no “Event licenses as may be required to be obtained by the Borrowers under Vermont law in connection with the operation of Default” or similar event exists under any Other EDC Transaction,their business activities in the State of Vermont; (f) all necessary consents, approvals, licenses, permits, declarations, or registrations then required Warrants issued in connection with Borrower’s execution, delivery, and performance favor of this Agreement and the transactions contemplated hereby shall have been obtained; andBank to purchase the Calculated Number of Warrant Shares of common stock of VPHL; (g) such additional opinion(sA fee in the amount of Eighteen Thousand Seven Hundred Fifty Dollars ($18,750), ($9,375 of which has already been paid) in consideration of the Bank making available the Loans and document(sother credit facilities provided for in this Agreement; (h) Financial projections for the Lender requestsBorrowers operations for the period ending not earlier than December 31, 2003; (i) Satisfactory completion by the Bank of its due diligence and other review of the Borrowers assets and properties (including review of the Borrowers accountant prepared management letter, audits of the Collateral and appraisals and environmental audits with respect to Real Property); (j) Such other agreements, documents or instruments that the Bank or its counsel may reasonably request.

Conditions Precedent to Funding. Lender’s obligation to fund any installment Sections 2 and 3 of the Loan this Amendment shall become effective on the Funding Date therefor is subject to the satisfaction date on which each of the following conditions precedent is satisfied (or waived by the Lenders in writing) (such date, the “First Amendment Effective Date”): 6.1 the Administrative Agent and the Lender’s receipt on or before the Funding Date of the followingLenders shall have received, in form and substance reasonably satisfactory to Lender:the Lenders providing the Refinancing Term Loans, a payoff letter and all other documents or instruments necessary to release all applicable Liens and evidence of the discharge of all applicable guarantees upon the funding of the Refinancing Term Loans related to the repayment in full, and the termination of, the Existing ABL Agreement and the other related documents; 6.2 the Borrower shall have paid concurrently with the funding of the Refinancing Term Loans hereunder (ai) an executed copy of this all reasonable out-of-pocket expenses required to be paid on the First Amendment Effective Date pursuant to Section 15 below, (ii) all fees payable under the First Amendment Fee Letter, and (iii) all fees payable to each Lender and the Administrative Agent in accordance with the Credit Agreement; 6.3 the Administrative Agent and the Lenders shall have received a duly executed Borrowing Request (b) an executed copy as defined in the Existing Credit Agreement); 6.4 the Administrative Agent and the Lenders shall have received evidence of the consummation of the Refinancing Transactions, in form and substance reasonably acceptable to the Lenders providing the Refinancing Term Loans; 6.5 to the extent requested by July 10, 2023 (or such later date as the Borrower may agree), the Administrative Agent and the Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, including, without limitation, a duly executed W-9 tax form (or such other applicable IRS tax form) of the Loan Parties; 6.6 the Administrative Agent and the Lenders shall have received updated schedules to the Security Agreement, together with a duly executed IP Security Agreement and Subordination Acknowledgmentin respect of any new intellectual property Collateral reflected on such updated schedule; 6.7 the Administrative Agent and the Lenders shall have received a written opinion (c) evidence that all payments due by Borrower during June 2017 and on or before that Funding Date with respect addressed to the Designated Leases have been paid Administrative Agent and the Lenders providing the Refinancing Term Loans and dated as of the First Amendment Effective Date and in fullform and substance reasonably acceptable to the Administrative Agent and the Lenders providing the Refinancing Term Loans) of (1) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, covering certain matters relating to the Loan Documents as the Administrative Agent or the Lenders providing the Refinancing Term Loans shall reasonably request and (2) ▇▇▇ ▇▇▇▇▇▇ LLP, special New Jersey counsel to the Loan Parties; (d) a certificate of Borrower’s secretary6.8 the representations and warranties contained in this Amendment, dated the Funding Date, certifying attached copies of the resolutions of Borrower’s board of managers evidencing approval of the transactions contemplated by this Agreement, and showing the names and copies of the specimen signature(s) of Borrower’s officer(s) authorized to sign this Credit Agreement and the related documents to which it is (or is to become) a party; (e) an Officer’s Certificate certifying: (x) Borrower’s representations and warranties in Section 4 of this Agreement are other Loan Documents shall be true and accurate correct in all material respects on and as though of such date as if made on and as of such date (except to the Funding Dateextent such representation and warranty speaks to an earlier date, (y) in which case such representation and warranty shall be true and correct in all material respects on and as of such earlier date), in each case, without duplication of materiality qualifiers; and 6.9 no Default or Event of Default exists shall exist or will result from have occurred and be continuing (after giving effect to the Loan Transactions and the provisions of this Amendment and the Credit Agreement). For the avoidance of doubt, (I) upon the completion of the conditions set forth in Section 5, each Lender’s obligations to fund the Refinancing Term Loans on the First Amendment Effective Date, and the Borrower’s obligations to consummate the Refinancing Transactions on the First Amendment Effective Date, shall be binding and may not be revoked, reduced, terminated or otherwise modified for any reason and (zII) upon satisfaction of the conditions set forth in Section 6 (which shall occur no “Event later than July 21, 2023), each Lender shall fund its pro rata share of Default” or similar event exists under any Other EDC Transaction, (f) all necessary consentsthe Refinancing Term Loans in accordance with the Credit Agreement, approvals, licenses, permits, declarations, or registrations then required in connection with Borrower’s execution, deliveryas amended hereby, and performance of this Agreement and the transactions contemplated hereby Borrower shall have been obtained; and (g) such additional opinion(s) and document(s) consummate or cause to be consummated the Lender requestsRefinancing Transactions.

Conditions Precedent to Funding. Lender’s The obligation of each Lender to fund any installment of the Loan on the Funding Date therefor make its Term Loans hereunder is subject to the satisfaction of the following conditions precedent precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Funding Date (or, in the case of certificates of governmental officials, a recent date before the Funding Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Company or any Guarantor contained in Article V or in the Subsidiary Guaranty are true and correct in all material respects on and as of the Funding Date, except that (w) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects, (x) to the extent that such representations and warranties specifically refer to a date earlier than the Funding Date, they are true and correct as of such earlier date; (B) no Default has occurred and is continuing, or would result from the making of the Term Loan Borrowing on the Funding Date; (C) the entering into and funding of the Term Loan Facility, the related use of proceeds of the Term Loan Facility (including the making of the Special Dividend), the consummation of the ▇▇▇▇▇▇ Merger and the Lender’s receipt related transactions to occur in connection with the foregoing will not, based on the best information available to the Company at such time, result in a default under any material indebtedness of ▇▇▇▇▇▇ and its subsidiaries (including the Parent and its subsidiaries, and including the Existing Credit Agreements and the existing senior credit facilities of ▇▇▇▇▇▇) in place or expected to be in place after giving effect to the Funding Date, the ▇▇▇▇▇▇ Merger and the related transactions; (D) no amendments to, or consents or waivers of the terms and conditions of, the documentation relating to the ▇▇▇▇▇▇ Merger since the date of the Commitment Letter that could, in any such case, reasonably be expected to be adverse to any material interests of the Administrative Agent, the Lead Arrangers and the Lenders, without the consent of the Administrative Agent, the Lead Arrangers and the Lenders, and that all such documentation remains in full force and effect; and (E) the Parent directly or indirectly owns 100% of the issued and outstanding equity interests of the Company; (ii) a duly completed Compliance Certificate demonstrating that the Company is in compliance, on a pro forma basis, with the financial covenants set forth in Section 7.11 as of the last day of the fiscal quarter of the Company most recently then ended, such pro forma measurement to be made (to the knowledge of the Company) for (A) the incurrence of the Term Loan Facility on the Funding Date, (B) the repayment and incurrence of any other indebtedness to occur on or prior to the Funding Date or in connection with the ▇▇▇▇▇▇ Merger and (C) the capital structure of the Company and its Subsidiaries, after giving effect to the Funding Date and the ▇▇▇▇▇▇ Merger (including any amendments to any indebtedness of ▇▇▇▇▇▇, the Parent, the Company or any of their respective Subsidiaries to be entered into in connection with the ▇▇▇▇▇▇ Merger); (iii) a Term Loan Borrowing Notice signed by a Responsible Officer of the Company in accordance with the requirements hereof; (iv) a certificate signed by a Responsible Officer of the Parent and of the Company certifying that the ▇▇▇▇▇▇ Merger is reasonably expected to be consummated within five (5) Business Days after the Funding Date; (v) a certificate signed by the chief financial officer of the Company certifying that the Company and its Subsidiaries, taken as a whole, are Solvent after giving effect to this Agreement and the other Loan Documents, the Indebtedness incurred pursuant hereto and thereto and the making of the Special Dividend; and (vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Joint Lead Arrangers or the Required Lenders reasonably may require; (b) The conditions precedent set forth in Section 4.01 shall have been satisfied on or prior to the Funding Date and the Closing Date shall have occurred. (c) The Funding Date shall occur during the Availability Period. (d) (i) All fees and expenses required to be paid to the Administrative Agent and the Joint Lead Arrangers on or before the Funding Date of shall have been paid and (ii) all fees required to be paid to the following, in form and substance reasonably satisfactory to Lender: (a) an executed copy of this Agreement; (b) an executed copy of the Security Agreement and Subordination Acknowledgment; (c) evidence that all payments due by Borrower during June 2017 and Lenders on or before that the Funding Date with respect to the Designated Leases shall have been paid in full; (d) a certificate of Borrower’s secretary, dated the Funding Date, certifying attached copies of the resolutions of Borrower’s board of managers evidencing approval of the transactions contemplated by this Agreement, and showing the names and copies of the specimen signature(s) of Borrower’s officer(s) authorized to sign this Agreement and the related documents to which it is (or is to become) a party;paid. (e) an Officer’s Certificate certifying: Unless waived by the Administrative Agent, the Company shall have paid all actual and reasonable fees, charges and disbursements of counsel to the Administrative Agent (xdirectly to such counsel if requested by the Administrative Agent) Borrower’s representations and warranties in Section 4 of this Agreement are true and accurate as though made to the extent invoiced prior to or on the Funding Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (y) no Event provided that such estimate shall not thereafter preclude a final settling of Default exists or will result from accounts between the Loan Company and (z) no “Event the Administrative Agent). Without limiting the generality of Default” or similar event exists under any Other EDC Transaction, (f) all necessary consentsthe provisions of the last paragraph of Section 9.03, approvalsfor purposes of determining compliance with the conditions specified in this Section 4.02, licenses, permits, declarations, or registrations then required in connection with Borrower’s execution, delivery, and performance of each Lender that has signed this Agreement and shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the transactions contemplated hereby Administrative Agent shall have been obtained; and (g) received notice from such additional opinion(s) and document(s) Lender prior to the Lender requestsFunding Date specifying its objection thereto.

Conditions Precedent to Funding. Lender’s obligation to fund any installment of the Loan on the Funding Date therefor is subject to the satisfaction of the following conditions precedent and the Lender’s receipt on or before the that Funding Date of the following, in form and substance reasonably satisfactory to Lender: (a) an executed copy of this Agreement; (b) an executed copy of the Security Agreement and Subordination Acknowledgment; (c) evidence that all Basic Rent payments due by Borrower during June 2017 2018 or thereafter and on or before that Funding Date with respect to the Designated Leases have been paid in full; (d) a certificate of Borrower’s secretary, dated the Funding Date, certifying attached copies of the resolutions of Borrower’s board of managers evidencing approval of the transactions contemplated by this Agreement, and showing the names and copies of the specimen signature(s) of Borrower’s officer(s) authorized to sign this Agreement and the related documents to which it is (or is to become) a party; (e) an Officer’s Certificate certifying: (x) Borrower’s representations and warranties in Section 4 of this Agreement are true and accurate as though made on the Funding Date, (y) no Event of Default exists or will result from the Loan and (z) no “Event of Default” or similar event exists under any Other EDC Transaction,: (f) all necessary consents, approvals, licenses, permits, declarations, or registrations then required in connection with Borrower’s execution, delivery, and performance of this Agreement and the transactions contemplated hereby shall have been obtained; and (g) such additional opinion(s) and document(s) the Lender requests.

Conditions Precedent to Funding. Lender’s The obligation of each Lender to fund any installment of the Loan make an Advance on the Funding Date therefor is was subject to the satisfaction or waiver of the following conditions precedent and precedent: (a) The Bankruptcy Court shall have approved the Lender’s receipt Disclosure Statement. (b) The Administrative Agent shall have received on or before the Funding Date of the following, each dated such day (unless otherwise specified): (i) This Agreement, duly executed by the parties hereto. (ii) an escrow agreement, in substantially the form of Exhibit D hereto or otherwise in form and substance reasonably satisfactory to Lender:the Administrative Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Escrow Agreement”), duly executed by the Borrower, the Administrative Agent and the Escrow Agent. (aiii) an executed copy of this Agreement; (b) an executed copy of the Security Agreement and Subordination Acknowledgment; (c) evidence that all payments due by Borrower during June 2017 and on or before that Funding Date with respect to the Designated Leases have been paid in full; (d) a certificate of Borrower’s secretary, dated the Funding Date, certifying attached Certified copies of the resolutions of Borrower’s the board of managers evidencing approval directors of the transactions contemplated Borrower approving the execution and delivery of this Agreement and the other Loan Documents. (iv) A copy of the charter or other constitutive document of the Borrower and each amendment thereto, certified (as of a date not more than 20 days prior to the Funding Date), if applicable, by this Agreementthe Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (v) A certificate of the President or a Vice President and the Secretary or an Assistant Secretary of the Borrower, dated the Funding Date (the statements made in which certificate shall be true on and as of the Funding Date), certifying as to (A) the accuracy and completeness as of the Funding Date of the charter or other constitutive document of the Borrower delivered pursuant to Section 3.01(b)(iv) and the absence of any changes thereto since the date of the Secretary of State’s certificate referred to in such Section; (B) a true and correct copy of the bylaws (or equivalent organizational documents) of the Borrower as in effect on the date on which the resolutions referred to in Section 3.01(b)(iii) were adopted and on the Funding Date; and (C) the due incorporation and good standing or valid existence of the Borrower as a corporation or other entity organized under the laws of the jurisdiction of its incorporation or organization, and showing the absence of any proceeding known to be pending or threatened in writing for the dissolution, liquidation or other termination of the existence of the Borrower. (vi) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and copies true signatures of the specimen signature(s) officers of Borrower’s officer(s) the Borrower authorized to sign this Agreement Agreement, the other Loan Documents and the related other documents to which it is (or is to become) a party;be delivered hereunder and thereunder. (evii) an Officer’s Certificate certifying: (x) The Borrower’s representations business plan prepared by the Borrower’s management, which shall include a financial forecast on a monthly basis for each of the first 12 months following the Funding Date and warranties in Section 4 on an annual basis through the year 2014. (viii) A Notice of this Agreement are true and accurate as though Borrowing for the Borrowing to be made on the Funding Date. (ix) A favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, (y) no Event of Default exists or will result from counsel to the Loan Parties, in customary form and (z) no “Event reasonably satisfactory to the Administrative Agent, with respect to the existence of Default” or similar event exists under any Other EDC Transaction, (f) all necessary consentsthe Borrower, approvalsthe due authorization, licenses, permits, declarations, or registrations then required in connection with Borrower’s execution, delivery, execution and performance delivery and enforceability of this Agreement and the transactions contemplated hereby Escrow Agreement against the Borrower, and the execution and delivery of this Agreement and the Escrow Agreement by the Borrower not conflicting with the constitutive document of the Borrower or with federal and New York law. (x) [Intentionally omitted] (xi) Evidence that cash proceeds from the issuance of at least $455,000,000 in principal amount of the Senior Notes (net of fees, costs and expenses payable in connection with the issuance thereof) shall have been obtaineddeposited into escrow. (c) The Lenders shall have received (i) audited annual financial statements of the Borrower and its Subsidiaries, on a Consolidated basis, for the year ended December 31, 2009; and (ii) interim unaudited monthly and quarterly financial statements of the Borrower and its Subsidiaries since December 31, 2009 through the most recently ended fiscal month ending at least 30 days prior to the Funding Date (or in the case of quarterly financial statements, through the most recently ended fiscal quarter ending at least 45 days prior to the Funding Date). (d) The Lenders shall have received all documentation and other information requested by the Administrative Agent (to the extent requested no later than three (3) Business Days prior to the Funding Date) as is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (e) All costs, fees and expenses (including, without limitation, legal fees and expenses) and other compensation contemplated by the Engagement Letter and the Fee Letter and payable to the Bookrunners, the Administrative Agent or the Lenders shall have been paid to the extent due. (f) Since December 31, 2009, there shall not have occurred a Material Adverse Change. As of the Funding Date, there shall exist no action, suit, investigation, litigation or proceeding pending in any court or before any arbitrator or governmental instrumentality that (i) would reasonably be expected to result in a Material Adverse Change or (ii) restrains, prevents or imposes or can reasonably be expected to impose conditions materially adverse to the Lenders upon the Term Facility or any of the other material transactions contemplated hereby. (g) The Borrower shall have obtained ratings of the Borrower and the Term Facility from ▇▇▇▇▇’▇. (h) The following statements shall be true (and each of the giving of the Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing into escrow shall constitute a representation and warranty by the Borrower that on the Funding Date, such statements are true): (i) the representations and warranties contained in each Loan Document entered into on the Funding Date are true and correct in all material respects (provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the Funding Date, immediately before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than the Funding Date, in which case such representations or warranties were true and correct in all material respects (provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language were true and correct in all respects) as of such specific date; and (gii) no event has occurred and is continuing, or would result from such additional opinion(s) and document(s) Borrowing or from the Lender requestsapplication of the proceeds therefrom, that constitutes a Default.