Common use of Conditions Precedent to Funding Clause in Contracts

Conditions Precedent to Funding. The satisfaction (or waiver in writing by Agent (at the direction of the Lenders) or the Lenders) of each of the following shall constitute conditions precedent to the funding of the 2024 Term Loans (the date on which all such conditions precedent are either satisfied or waived, being the “2024 Borrowing Date”): (a) the occurrence of the Sixth Amendment Effective Date; (b) the Agent and the Lenders shall have received, in form and substance satisfactory to the Lenders, wire instructions for the account into which the portion of 2024 Term Loan proceeds directed to the Borrower should be deposited as set forth in the direction letter and Funds Flow Memorandum attached thereto, which shall include an allocation for the payment of all Lender Expenses and all fees due pursuant to Section 7 hereof by wire in immediately available funds; (c) the 2024 Term Loans shall be deemed to have been made in the PIK Fee Amount in accordance with the Amendment Number Six Fee Letter; (d) the issuance by Parent of the 2024 Warrants to the 2024 Term Loan Lenders or their Affiliates or Approved Funds; and (e) the Refining Intermediation Facility is in full force and effect, and Macquarie has made, or has been deemed to have made, a Positive Election for the delivery month of July 2024 under (and as defined in) that certain Tripartite Crude Supply Agreement dated April 1, 2022, among Shell Trading (US) Company, the Borrower, and Macquarie. For purposes of determining compliance with the conditions specified in this Section 5, each Lender that funds its 2024 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 a Lender unless the Agent shall have received notice from such Lender prior to the proposed 2024 Borrowing Date specifying its objection thereto.

Conditions Precedent to Funding. The obligation of each Lender to make its Pro Rata Share of the Borrowing hereunder is subject to the satisfaction (or waiver in writing by Agent (at the direction of the Lendersaccordance with Section 10.01) or the Lenders) of each of the following shall constitute conditions precedent to the funding of the 2024 Term Loans (the date on which all such conditions precedent are either satisfied or waived, being the “2024 Borrowing Date”):precedent: (a) The Administrative Agent shall have received a Note executed by the occurrence of the Sixth Amendment Effective Date;Borrower for each Lender that has requested a Note. (b) the Agent The representations and the Lenders shall have received, in form and substance satisfactory to the Lenders, wire instructions for the account into which the portion warranties of 2024 Term Loan proceeds directed to the Borrower should be deposited as set forth in Article V shall be true and correct immediately before and after giving effect to the direction letter Borrowing and Funds Flow Memorandum attached thereto, which shall include an allocation for the payment consummation of all Lender Expenses and all fees due pursuant to Section 7 hereof by wire in immediately available funds;the Acquisition. (c) Immediately before and after giving effect to the 2024 Term Loans Borrowing and the consummation of the Acquisition, no Default or Event of Default shall have occurred and be deemed to have been made in the PIK Fee Amount in accordance with the Amendment Number Six Fee Letter;continuing. (d) (i) The Acquisition shall be consummated on the issuance by Parent Funding Date concurrently with the Borrowing, in compliance with all material applicable Laws; (ii) all third party approvals required for consummation of the 2024 Warrants Acquisition have been obtained, except such approvals the failure of which to obtain would not have a Material Adverse Effect; (iii) all necessary material consents and approvals of and filings and registration with, and all other material actions in respect of, all Governmental Authorities required for the 2024 Term Loan Lenders consummation of the Acquisition have been obtained, given, filed or their Affiliates or Approved Funds; and (e) the Refining Intermediation Facility is taken and are in full force and effectall waiting periods relating thereto have expired without, in any such case, any action being taken by any Governmental Authority which restrains, prevents or imposes any materially adverse condition upon the consummation of the Acquisition; and Macquarie has made(iv) there does not exist any judgment, or has been deemed to have madeorder, a Positive Election for the delivery month of July 2024 under (and as defined in) that certain Tripartite Crude Supply Agreement dated April 1, 2022, among Shell Trading (US) Company, the Borrower, and Macquarie. For purposes of determining compliance with the conditions specified in this Section 5, each Lender that funds its 2024 Term Loan shall be deemed to have consented to, approved or accepted or to be satisfied with, each document injunction or other matter required hereunder to be consented to restraint issued or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from such Lender prior filed with respect to the proposed 2024 making of the Borrowing Date specifying its objection theretoor the consummation of the Acquisition.

Conditions Precedent to Funding. The satisfaction obligation of each Lender to make any Loan requested to be made by it on the Closing Date is subject to the following conditions precedent as of such date (or waiver in writing by Agent (at the direction of the Lenders) or the Lenders) of each of the following shall constitute conditions precedent to the funding of extent the 2024 Term Loans (Pre-Closing Funding Election had been made, the date conditions other than the Specified Merger Related Conditions shall only be required to be met on which all such conditions precedent are either satisfied or waived, being the “2024 Borrowing Date”Pre-Funding Closing Date as contemplated by Section 2.2(f)): (a) the occurrence of the Sixth Amendment The Effective Date;Date shall have occurred. (b) the Agent and the Lenders The Specified Merger shall have receivedbeen consummated, or substantially concurrently with the funding hereunder shall be consummated, in form each case pursuant to and substance satisfactory to on the Lenders, wire instructions for the account into which the portion of 2024 Term Loan proceeds directed to the Borrower should be deposited as terms and conditions set forth in the direction letter Specified Merger Agreement and Funds Flow Memorandum attached theretowithout giving effect to amendments, which shall include an allocation for supplements, waivers or other modifications to or consents under the payment of all Lender Expenses Specified Merger Agreement that are adverse in any material respect to the Lenders and all fees due pursuant that have not been approved by the Joint Lead Arrangers, such approval not to Section 7 hereof by wire be unreasonably withheld or delayed (it being understood and agreed that (a) any decrease in immediately available funds; (c) the 2024 Term Loans purchase price shall be deemed to be materially adverse to the Lenders unless the aggregate decrease does not exceed 10% and is allocated to reduce the commitments under the Bridge Facility (or, if the commitments under the Bridge Facility have been made reduced to zero, to reduce the Commitments hereunder and, if the Commitments hereunder have been reduced to zero, to reduce the commitments under the 2-Year Term Loan Agreement), (b) any increase in the PIK Fee Amount in accordance purchase price shall be deemed not to be materially adverse so long as not financed with the Amendment Number Six Fee Letter; incurrence of Indebtedness and (dc) the issuance by Parent of the 2024 Warrants any amendment to the 2024 Term Loan Lenders or their Affiliates or Approved Funds; and (e) definition of “Target Material Adverse Effect” in the Refining Intermediation Facility is in full force and effect, and Macquarie has made, or has been deemed to have made, a Positive Election for the delivery month of July 2024 under (and as defined in) that certain Tripartite Crude Supply Specified Merger Agreement dated April 1, 2022, among Shell Trading (US) Company, the Borrower, and Macquarie. For purposes of determining compliance with the conditions specified in this Section 5, each Lender that funds its 2024 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 a Lender unless the Agent shall have received notice from such Lender prior materially adverse to the proposed 2024 Borrowing Date specifying its objection theretoLenders).

Conditions Precedent to Funding. The obligation of MGM hereunder to fund the Loan is subject to the satisfaction (or waiver in writing by Agent (at the direction of the Lenders) or the Lenders) MGM, of each of the following shall constitute conditions, provided that these conditions precedent to the funding of the 2024 Term Loans (the date on which all such conditions precedent are either satisfied or waived, being the “2024 Borrowing Date”):for MGM’s sole benefit and may be waived by MGM at any time in its sole discretion: (a) The Company shall have duly executed this Agreement and delivered the occurrence of the Sixth Amendment Effective Datesame to MGM; (b) the Agent and the Lenders The Company shall have received, in form and substance satisfactory delivered to MGM the Lenders, wire instructions for the account into which the portion of 2024 Term Loan proceeds directed to the Borrower should be deposited as set forth in the direction letter and Funds Flow Memorandum attached thereto, which shall include an allocation for the payment of all Lender Expenses and all fees due pursuant to Section 7 hereof by wire in immediately available fundsduly executed Convertible Note; (c) The representations and warranties of the 2024 Term Loans Company contained in each Transaction Agreement shall be deemed true and correct in all material respects as of the date when made and as of the Funding Date as though made at such time (except for representations and warranties that speak as of a specified date) and the Company shall have performed, satisfied and complied with all covenants, agreements and conditions in all material respects, required by such Transaction Agreements to be performed, satisfied or complied with by it at or prior to the Funding Date. MGM shall have been made in received an Officer’s Certificate executed by a manager of the PIK Fee Amount in accordance Company, dated as of the Funding Date, to the foregoing effect and as to such other matters as may be reasonably requested by MGM, including but not limited to certificates with respect to the Amendment Number Six Fee LetterCompany Charter Documents, resolutions relating to the transactions contemplated hereby and the incumbencies of certain officers of the Company; (d) The Company shall have received all Governmental Entity, members and third-party consents and approvals necessary in connection with the issuance by Parent of the 2024 Warrants to Convertible Note and the 2024 Term Loan Lenders or their Affiliates or Approved Funds; andconsummation of the transactions contemplated by the Transaction Agreements; (e) No Law shall have been imposed or enacted that, in the Refining Intermediation Facility is judgment of MGM, could adversely affect the transactions set forth herein or in the other Transaction Agreements, and no Law shall have been proposed that in the reasonable judgment of MGM could reasonably have any such effect; (f) The Company Charter Documents shall be in full force and effecteffect and no term or condition thereof shall have been amended, waived or otherwise modified without the prior written consent of MGM, provided that MGM shall have reviewed and Macquarie has madeapproved the Company Charter Documents, or has been deemed with MGM acting in good faith; (g) The Company shall have acquired fee simple title to the Property depicted on Exhibit I hereto, except with respect to the Simon Parcel, as to which the Company shall hold a valid leasehold interest pursuant to the Simon Lease; (h) The Company shall have made, provided MGM with a Positive Election for the delivery month of July 2024 under (and as defined in) that certain Tripartite Crude Supply Agreement dated April 1, 2022, among Shell Trading (US) Company, the Borrower, and Macquarie. For purposes of determining compliance with the conditions specified in this Section 5, each Lender that funds its 2024 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 Budget satisfactory to a Lender unless the Agent shall have received notice from such Lender prior to the proposed 2024 Borrowing Date specifying MGM in its objection thereto.reasonable discretion; (i) Intentionally Omitted;

Conditions Precedent to Funding. The satisfaction (or waiver in writing by Agent (at As conditions precedent to the direction issuance of Notes on the Lenders) or the Lenders) of Funding Date, each of the following conditions shall constitute conditions precedent to have been met on or before the funding of the 2024 Term Loans (the date on which all such conditions precedent are either satisfied or waived, being the “2024 Borrowing Outside Date”):: (a) the occurrence Issuer shall deliver or cause to be delivered to the Agent and Majority Holders the following documents, which must be satisfactory to the Majority Holders, each acting reasonably: (i) a favorable opinion of the Sixth Amendment Effective DateIssuer’s Counsel addressed to the Agent and the Holders and relating to the Issuer and each Material Subsidiary, and the Note Documents to which they are party, the existence of all requisite approvals, non-conflict with laws, enforceability of the Note Documents, the creation and perfection of the Liens contemplated in the Security Documents and such other matters as may be reasonably requested by the Agent, the Majority Holders or their respective counsel; (bii) customary and satisfactory lien search results against the Issuer and the Subsidiaries and their assets in their jurisdiction of organization and each other reasonably requested jurisdiction; (iii) payment of all of the fees payable by the Issuer to the Agent, the Holders, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, Stikeman Elliott LLP and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as applicable, on the Funding Date as provided for herein or as agreed upon between the Agent, the Holders and the Issuer in all fee letter agreements between them; (iv) the Agent and the Lenders Issuer shall have receivedexecuted and delivered the Agency Fee Agreement and all fees which are then due and payable thereunder to the Agent for its own account shall have been paid to the Agent by the Issuer; (v) no Default or Event of Default shall have occurred and be continuing and each of the representations and warranties set forth in Article 9 shall be true and correct in all material respects (provided that any such representations and warranties modified by materiality, Material Adverse Effect or any similar qualifier, shall be true and correct in all respects), in each case, as of the date of the Funding Date, and the Issuer shall have delivered to the Agent and the Holders an Officer’s Certificate certifying the same to the Agent and the Holders; (vi) the Security Documents and other Note Documents shall have been fully executed and delivered, each in form and substance satisfactory the Holders and Holder’s counsel, each acting reasonably, and shall have been registered in all public offices where such registration is necessary or desirable to preserve, protect of perfect the Liens created thereby; (vii) the Agent and the Holders shall have received a pro forma Compliance Certificate (with determination of the Consolidated Senior Debt to Consolidated EBITDA Ratio as of March 31, 2018) from the Issuer, and the Majority Holders shall be satisfied with the same, acting reasonably; (viii) the Agent and the Holders shall have received pro forma financial forecasts of the Issuer and the Majority Holders shall be satisfied with the same, acting reasonably; (ix) the Agent and the Holders shall have received an Environmental Certificate from the Issuer, in form and substance satisfactory to the LendersMajority Holders, wire instructions for the account into which the portion of 2024 Term Loan proceeds directed to the Borrower should be deposited as set forth in the direction letter and Funds Flow Memorandum attached thereto, which shall include an allocation for the payment of all Lender Expenses and all fees due pursuant to Section 7 hereof by wire in immediately available fundsacting reasonably; (cx) the 2024 Term Loans Agent and the Majority Holders shall have received all such other documentation and information reasonably requested from the Issuer and its Material Subsidiaries in connection with any AML/KYC Legislation as may be deemed to have been made in the PIK Fee Amount required in accordance with the Amendment Number Six Fee LetterSection 18.7 hereof or as may be reasonably requested; (dxi) the issuance by Parent of Agent and the 2024 Warrants Majority Holders shall have received an amendment to the 2024 Term Loan Lenders Bank Facility permitting the transactions contemplated hereunder and giving effect to such other matters as the Majority Holders may reasonably request, in form and substance satisfactory to the Majority Holders, acting reasonably, (xii) the executed Intercreditor Agreement; (xiii) such other documents, consents, acknowledgements, security and perfection instrument and agreements as may be reasonably requested by the Majority Holders or their Affiliates or Approved Fundscounsel; (xiv) a duly executed Conforming Warrant for each Initial Holder; and (exv) a Note Purchase Notice requesting the Refining Intermediation Facility is purchase of New Money Notes or exchange of Exchange Notes, as applicable; (b) The conditions set forth in full force and effect, and Macquarie has made, or has been deemed to have made, a Positive Election for the delivery month of July 2024 under (and as defined in) that certain Tripartite Crude Supply Agreement dated April 1, 2022, among Shell Trading (US) Company, the Borrower, and Macquarie. For purposes of determining compliance with the conditions specified in this Section 5, each Lender that funds its 2024 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 a Lender unless the Agent 11.1 shall have received notice from such Lender prior to the proposed 2024 Borrowing Date specifying its objection theretobeen satisfied.

Conditions Precedent to Funding. The satisfaction loans under the Bridge Facility shall be available on the date (the “Funding Date”) on which the Funding Conditions are satisfied or waiver in writing by Agent (at waived. Certain Funds Period: In the direction of event the Lenders) or Loan Documentation is entered into prior to the Lenders) of each of Funding Date, then during the following shall constitute conditions precedent period from and including the Effective Date to and including the funding of the 2024 Term Loans Bridge Facility on the Funding Date (the date “Certain Funds Period”), and notwithstanding (i) that any representation made on which all such conditions precedent are either satisfied the Effective Date (excluding the Specified Representations made on the Funding Date to the extent constituting Funding Conditions) was incorrect, (ii) any failure by the Borrower to comply with the affirmative covenants, negative covenants and/or financial covenants, (iii) any provision to the contrary in the Loan Documentation or waived, being the “2024 Borrowing Date”): otherwise or (aiv) that any condition to the occurrence of the Sixth Amendment Effective Date; Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (b1) cancel or reduce any of its commitments under the Bridge Facility (except as set forth in “Mandatory Prepayments” above), (2) rescind, terminate or cancel the Loan Documentation or exercise any right or remedy or make or enforce any claim under the Loan Documentation, related notes, related fee letter or otherwise it may have to the extent to do so would prevent, limit or delay the making of its loan or the availability of the Bridge Facility, (3) refuse to participate in making its loan; provided that the Funding Conditions have been satisfied or waived or (4) exercise any right of set-off or counterclaim in respect of its loan to the extent to do so would prevent, limit or delay the making of its loan. Notwithstanding anything to the contrary provided herein, (A) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any applicable Funding Condition is not satisfied or waived by the Majority Commitment Parties on the Funding Date (other than, if such conditions have been satisfied or waived by the Majority Commitment Parties on or prior to the Funding Date, the conditions set forth under the heading “Conditions Precedent to Effectiveness”) and (B) immediately after the expiration of the Certain Funds Period, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall have received, in form and substance satisfactory be available notwithstanding that such rights were not available prior to the Lenders, wire instructions for the account into which the portion of 2024 Term Loan proceeds directed to the Borrower should be deposited such time as set forth in the direction letter and Funds Flow Memorandum attached thereto, which shall include an allocation for the payment of all Lender Expenses and all fees due pursuant to Section 7 hereof by wire in immediately available funds; (c) the 2024 Term Loans shall be deemed to have been made in the PIK Fee Amount in accordance with the Amendment Number Six Fee Letter; (d) the issuance by Parent a result of the 2024 Warrants to the 2024 Term Loan Lenders or their Affiliates or Approved Funds; and (e) the Refining Intermediation Facility is in full force and effect, and Macquarie has made, or has been deemed to have made, a Positive Election for the delivery month of July 2024 under (and as defined in) that certain Tripartite Crude Supply Agreement dated April 1, 2022, among Shell Trading (US) Company, the Borrower, and Macquarie. For purposes of determining compliance with the conditions specified in this Section 5, each Lender that funds its 2024 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 a Lender unless the Agent shall have received notice from such Lender prior to the proposed 2024 Borrowing Date specifying its objection theretoforegoing.

Conditions Precedent to Funding. The satisfaction Lender shall not be obligated to make any loan available (or waiver in writing other than advances under a Development Loan for which: (i) a conforming Request for Commitment has been submitted to Lender, (ii) the operations covered by Agent such Request for Commitment are Development Operations set forth on Schedule 2.1(b), (at the direction of the Lendersiii) or the LendersBorrower has commenced such Development Operations and (iv) of each of has given Lender written notice thereof) unless the following shall constitute conditions precedent to the funding of the 2024 Term Loans (the date on which all such conditions precedent are either satisfied or waived, being the “2024 Borrowing Date”):have been satisfied. (a) There is no Event of Default, Unmatured Event of Default or Tax Claim under this Agreement, the occurrence of the Sixth Amendment Effective DateMortgage or any other Loan Document; (b) All of Borrower's representations and warranties made in any Loan Document shall be true and correct as if made on the Agent and the Lenders shall have received, in form and substance satisfactory date of such advance (except to the Lenders, wire instructions for extent that the account into facts upon which such representation are based have been changed by the portion extension of 2024 Term Loan proceeds directed to the Borrower should be deposited as set forth in the direction letter and Funds Flow Memorandum attached thereto, which shall include an allocation for the payment of all Lender Expenses and all fees due pursuant to Section 7 hereof by wire in immediately available fundscredit hereunder); (c) the 2024 Term Loans Borrower shall be deemed to have been made performed and complied with all agreements and conditions in the PIK Fee Amount in accordance Loan Documents which are required to be performed or complied with by it on or prior to the Amendment Number Six Fee Letterdate of such Loans; (d) No law, regulation, order, judgment or decree of any governmental authority is in effect or pending which shall enjoin, prohibit or restrain such loan or impose, or result in the issuance imposition of, any adverse condition upon Lender; (e) Lender shall have received all documents and instruments which Lender has then reasonably requested as to, (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by Parent the Borrower in any Loan Document, (ii) the satisfaction of the 2024 Warrants all conditions contained herein or therein, and (iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to the 2024 Term Loan Lenders or their Affiliates or Approved FundsLender (in reasonable exercise of its discretion) in form, substance, and date; (f) Lender shall have received satisfactory due diligence analysis including, but not limited to, financial and operational data, title and environmental review, all such data to be provided by Borrower; and (eg) the Refining Intermediation Facility is in full force and effect, and Macquarie has made, or has been deemed to have made, a Positive Election for the delivery month of July 2024 under (and as defined in) that certain Tripartite Crude Supply Agreement dated April 1, 2022, among Shell Trading (US) Company, the Borrower, and Macquarie. For purposes of determining compliance with the conditions specified in this Section 5, each Lender that funds its 2024 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 a Lender unless the Agent shall have received notice satisfactory information regarding existing gas sales and oil sales with respect to production of Hydrocarbons from such Lender prior or allocable to the proposed 2024 Borrowing Date specifying its objection theretoProperties, which will include, for gas sales on a well-by-well basis, where applicable, transportation costs, gathering costs, processing costs, gas stream heating content, then-current market prices for gas of similar quality and copies of existing sales contracts and for oil sales, individual well specific gravity of produced oil, transportation costs, sulfur content, purchase bonuses, then-current market prices for oil of similar quality, and copies of existing sales contracts.

Conditions Precedent to Funding. The satisfaction (or waiver in writing by Agent (at the direction As a condition precedent to any obligation of the Lenders) Lender to fund the Loans or to otherwise extend credit to the Lenders) of each of Debtors, the following shall constitute conditions precedent to the funding of the 2024 Term Loans (the date on which all such conditions precedent are either satisfied or waived, being the “2024 Borrowing Date”):must have been satisfied: (a) The Lender shall have received a loan request in accordance with Section 2.2 and all such other documents the occurrence of the Sixth Amendment Effective Date;Lender requires in connection with its commitment to make Loans. (b) the Agent and the Lenders No Event of Default shall have received, in form occurred and substance satisfactory to the Lenders, wire instructions for the account into which the portion of 2024 Term Loan proceeds directed to the Borrower should be deposited as set forth in the direction letter and Funds Flow Memorandum attached thereto, which shall include an allocation for the payment of all Lender Expenses and all fees due pursuant to Section 7 hereof by wire in immediately available fundscontinuing or would result from making such Loan; (c) No event of default shall have occurred under the 2024 Term Loans Plan Support Agreement and such agreement shall be deemed to not have been made in the PIK Fee Amount terminated in accordance with the Amendment Number Six Fee Letterits terms; (d) the issuance The Debtors shall have performed or complied with all agreements and conditions set forth herein to be performed or complied with by Parent of the 2024 Warrants them on or prior to the 2024 Term Loan Lenders or their Affiliates or Approved Funds; anddate of such Loan; (e) The representations and warranties of the Refining Intermediation Facility is Debtors contained in this Agreement or any other Loan Document shall be true and complete in all material respects. (f) The Interim DIP Order or, following the entry of the Final DIP Order, the Final DIP Order shall be in full force and effect, and Macquarie has madeshall not have been stayed, vacated, reversed or has rescinded, and such order shall not have been amended or modified without the prior written consent of the Lender; (g) The purpose of the Loan shall be consistent with and for purposes permitted under the Budget and the Debtors shall, at the time of the delivery of any loan request pursuant to Section 2.2 hereof, have used for a purpose set forth in the Budget all cash on hand and any cash collateral; and (h) Other than the Bankruptcy Cases, there shall exist no claim, action, suit, litigation, proceeding or investigation pending in any court or before any arbitrator or Governmental Authority that relates to the Obligations. Each Request for a Loan submitted by the Debtors shall be deemed to have made, be a Positive Election for the delivery month of July 2024 under (representation and as defined in) warranty that certain Tripartite Crude Supply Agreement dated April 1, 2022, among Shell Trading (US) Company, the Borrower, and Macquarie. For purposes of determining compliance with the conditions specified in this Section 5, each Lender that funds its 2024 Term Loan shall be deemed to Article III have consented to, approved or accepted or to be been satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless on and as of the Agent shall have received notice from such Lender prior to date of the proposed 2024 Borrowing Date specifying its objection theretoapplicable Loan.

Conditions Precedent to Funding. The satisfaction Lender shall not be obligated to make any loan available (or waiver other than advances under a Development Loan for which: (i) a conforming Request for Advance has been submitted to the Lender; (ii) the amount is within the limitations set forth in writing by Agent SECTION 2.1(b); and (at iii) the direction of the LendersLender has confirmed its obligation to advance in accordance with SECTION 2.1(b)) or the Lenders) of each of unless the following shall constitute conditions precedent to the funding of the 2024 Term Loans (the date on which all such conditions precedent are either satisfied or waived, being the “2024 Borrowing Date”):have been satisfied: (a) There is no Event of Default, Unmatured Event of Default or Tax Claim under this Agreement, the occurrence of the Sixth Amendment Effective DateMortgage or any other Loan Document; (b) all of the Agent Borrower's representations and warranties made in any Loan Document shall be true and correct as if made on the Lenders shall have received, in form and substance satisfactory date of such advance (except to the Lenders, wire instructions for extent that the account into facts upon which such representation are based have been changed by the portion extension of 2024 Term Loan proceeds directed to the Borrower should be deposited as set forth in the direction letter and Funds Flow Memorandum attached thereto, which shall include an allocation for the payment of all Lender Expenses and all fees due pursuant to Section 7 hereof by wire in immediately available fundscredit hereunder); (c) the 2024 Term Loans Borrower shall be deemed to have been made performed and complied with all agreements and conditions in the PIK Fee Amount in accordance Loan Documents which are required to be performed or complied with by it on or prior to the Amendment Number Six Fee Letterdate of such Loans; (d) no law, regulation, order, judgment or decree of any governmental authority is in effect or pending which shall enjoin, prohibit or restrain such loan or impose, or result in the issuance by Parent of imposition of, any adverse condition upon the 2024 Warrants to the 2024 Term Loan Lenders or their Affiliates or Approved Funds; andLender; (e) the Refining Intermediation Facility is in full force and effect, and Macquarie has made, or has been deemed to have made, a Positive Election for the delivery month of July 2024 under (and as defined in) that certain Tripartite Crude Supply Agreement dated April 1, 2022, among Shell Trading (US) Company, the Borrower, and Macquarie. For purposes of determining compliance with the conditions specified in this Section 5, each Lender that funds its 2024 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 a Lender unless the Agent shall have received notice from all documents and instruments which the Lender has then reasonably requested as to: (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by the Borrower in any Loan Document; (ii) the satisfaction of all conditions contained herein or therein; and (iii) all other matters pertaining hereto and thereto. All such Lender prior additional documents and instruments shall be satisfactory to the proposed 2024 Borrowing Date specifying Lender (in reasonable exercise of its objection theretodiscretion) in form, substance, and date; (f) the Lender shall have received satisfactory due diligence analysis including, but not limited to, financial and operational data, title and environmental review, all such data to be provided by the Borrower; (g) the Lender shall have received satisfactory information regarding existing gas sales and oil sales with respect to production of Hydrocarbons from or allocable to the Properties, which will include, for gas sales on a well-by-well basis, where applicable, transportation costs, gathering costs, processing costs, gas stream heating content, then-current market prices for gas of similar quality and copies of existing sales contracts and for oil sales, individual well specific gravity of produced oil, transportation costs, sulfur content, purchase bonuses, then-current market prices for oil of similar quality, and copies of existing sales contracts; and (h) no material adverse change has occurred in the financial condition or operations of the Borrower or any Operator, or with respect to the Properties.