Common use of Conditions to Effective Date Clause in Contracts

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) ▇.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.

Conditions to Effective Date. The obligations of the Lenders to make Loans conditions to the Company and effectiveness of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions this Agreement are satisfied (or waived in accordance with Section 9.02):as follows: (a) The Administrative Agent ACC and Owner shall have received at least one executed counterpart of approved this Agreement from Agreement, as evidenced by the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders execution hereof by ACC and the Company, together with all Exhibits thereto;receipt by ACC of written confirmation from Owner of its approval hereof. (b) The Administrative Agent If necessary (as determined by ACC in its discretion) ACC shall have received a favorable written opinion (addressed to amended the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) Redevelopment Plan for purposes of (i) ▇making it consistent with this Agreement.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent If necessary (as determined by ACC in its discretion) ACC shall have received documents and certificates relating to amended the organization, existence and good standing TAD Policies (defined below) for purposes of the Company, the authorization of the Transactions, the incumbency of the persons executing making them consistent with this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;Agreement. (d) The Administrative Agent Board of Education and ACC shall have received a certificate, dated the Effective Date approved and signed by the President, a Vice President or a Financial Officer entered into an amendment of the Company, confirming as IGA that amends Subsection (i) of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary of the Effective Date, and that (i) otherwise amends the representations IGA as and warranties of the Company set forth in Article III of if necessary so that this Agreement and the IGA are not in conflict. (e) All material representations, warranties and covenants made by the Owner in this Agreement shall be true and correct in all material respects on the Effective Date, as evidenced by a certificate to such effect issued by the Owner to ACC. (f) ACC or the Verification Agent shall have received and verified all Due Diligence Materials required (as reasonably deemed applicable by ACC) to be delivered to ACC by the Effective Date. (g) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that, to the best of such date its knowledge, Owner is not in Default under this Agreement or any of the Financing Documents, which Default could have a material adverse effect on the Project or Phase of the Project as reasonably determined by Owner. (h) Payment by Owner of any portion remaining unpaid of ACC’s actual costs incurred for economic forecasting, revenue projection, consultant and legal fees. (i) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that the PSA is in full force and effect, or that Owner has purchased and is the owner of the Site. (j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated by the Verification Agent. (k) Owner has submitted (i) certified copies of its organizational documents, and (ii) no Default has occurred a certificate of good standing from the jurisdiction in which it was organized, together with evidence that it is qualified to transact business and is continuing; andin good standing in the State. (el) The Administrative Owner has delivered certified copies of its corporate resolutions or other evidence of its approval of this Agreement and authorizing the execution and delivery thereof by an authorized officer. adequately capitalized for purposes of carrying out the first stage of the Horizontal Infrastructure necessary to complete Phase 1A, and the Verification Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderhas made such determination.

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the date on which each of the following conditions are is satisfied (or waived in accordance with Section 9.02):the terms hereof: (a) The Administrative Agent shall have received at least one the following, each of which shall be originals, telecopies or other customary means of electronic transmission (e.g., “pdf”) (followed promptly by originals) unless otherwise specified, each properly executed counterpart by a Responsible Officer of this Agreement from the CompanyInitial Borrower (if applicable), each dated as of the Administrative AgentEffective Date (or, in the Issuing Bank and each Lendercase of certificates of governmental officials, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated recent date before the Effective Date) of (i) ▇.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all each in form and substance reasonably satisfactory to the Administrative Agent;Agent and each of the Arrangers: (di) The Administrative Agent shall have received a certificateexecuted counterparts of this Agreement, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, in such number as reasonably requested by the Administrative Agent, duly executed by the Initial Borrower, the L/C Issuers, the Swing Line Lender and the Lenders party hereto on the Effective Date; (ii) a certificate of the secretary or assistant secretary of the Initial Borrower, dated as of the Effective Date, certifying (A) that attached thereto is a true and complete copy of each current Organization Document of the Initial Borrower certified (ito the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other governing body) of the Initial Borrower authorizing the execution, delivery and performance of the Loan Documents to which the Initial Borrower is a party and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended (except as attached thereto) and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of the Initial Borrower (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (ii)); (iii) a certificate as to the good standing or equivalent of the Initial Borrower (in so-called “long-form” if available) as of a recent date, from the Secretary of State of the Initial Borrower’s jurisdiction of organization; (iv) a favorable opinion of (A) Cravath, Swaine & ▇▇▇▇▇ LLP, special New York counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H-1 with such changes thereto, and with respect to such other matters concerning the Initial Borrower and the Loan Documents, as the Arrangers may reasonably request and (B) in-house counsel to each Loan Party, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H-2 with such changes thereto, and with respect to such other matters concerning the Initial Borrower and the Loan Documents, as the Arrangers may reasonably request; and (v) a certificate signed by a Responsible Officer certifying that the condition specified in Section 4.03(a) (solely with respect to the representations and warranties of to be made on the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (iiEffective Date) no Default has occurred and is continuing; andbeen satisfied. (eb) The Borrower shall have paid all reasonable out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days prior to the Effective Date. (c) The Administrative Agent and each Lender (and its Affiliates) Lenders shall have received all fees and other amounts due and payable on or at least three business days prior to the Effective Date, including, Date all documentation and other information about the Initial Borrower as has been reasonably requested in writing at least 10 days prior to the extent invoicedEffective Date by the Administrative Agent or Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, reimbursement including the USA PATRIOT Act. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or payment of all out-of-pocket expenses required accepted or to be reimbursed satisfied with, each document or paid other matter required thereunder to be consented to or approved by the Company hereunderor acceptable or satisfactory to a Lender.

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company consents and of the Issuing Bank to issue the Letter of Credit for the account of the Company waivers set forth in Sections 1 and 2 shall not become effective until on and after the date on which each of when the following conditions are shall have been satisfied (or waived in accordance with Section 9.02the “Effective Date”): (a) The Administrative Agent This Consent Letter shall have received at least one been executed counterpart of this Agreement from and delivered by the CompanyBorrower, the Subsidiary Guarantors, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Collateral Agent, the Issuing Bank, INSW and the Lenders and constituting Required Lenders (the Company, together with all Exhibits thereto;“Consenting Lenders”). (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank On and the Lenders and dated the Effective Date) of (i) ▇.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) after giving effect to the waivers and consents set forth in Sections 1 and 2 of this Consent Letter, all representations and warranties of the Company set forth Borrower and its Subsidiaries contained in Article III of this Consent Letter, the Credit Agreement are or in any other Credit Document shall be true and correct in all material respects on (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date). (c) On and as of such date the Effective Date, after giving effect to the waivers and (ii) consent set forth in Sections 1 and 2 of this Consent Letter, no Default has or Event of Default shall have occurred and is be continuing; and. (ed) The Administrative Agent and each Lender (and its Affiliates) shall have received Payment of all fees and all other amounts reasonable fees and documented out-of-pocket costs and expenses (including, without limitation, the reasonable legal fees and expenses of White & Case LLP and other local counsel to the Administrative Agent) and other compensation due and payable on or prior to the Effective Date, includingin each case, payable to the Administrative Agent, the Collateral Agent and the Lenders in respect of the transactions contemplated by this Restatement Agreement to the extent invoicedreasonably invoiced at least two (2) Business Days prior to the Effective Date. (e) On the Effective Date, reimbursement or payment the Administrative Agent shall deliver written notice to the Lenders, the Credit Parties and INSW of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderoccurrence of the Effective Date.

Conditions to Effective Date. The obligations Agreement and the Commitments shall become effective on and as of the Lenders to make Loans to first date (the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date “Effective Date”) on which each all of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent have been satisfied: (a) The Administrative Agent shall have received at least one executed from each party hereto a counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery signed on behalf of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;such party. (b) The Administrative Company shall have paid all accrued fees due and payable under the Fee Letter and all reasonable and documented out-of-pocket expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses to the extent invoiced at least three Business Days prior to the Effective Date. (c) Each of the Lenders shall have received, at least three Business Days in advance of the Effective Date, all documentation and other information with respect to the Company, as has been reasonably requested in writing at least five (5) Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and including a Beneficial Ownership Certification if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. (d) On the Effective Date, the following statements will be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date in all material respects (unless qualified by materiality, in which case are correct in all respects), and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Agent shall have received on or before the Effective Date, Notes to the extent requested by any Lender pursuant to Section 2.16 at least three Business Days in advance of the Effective Date. (f) The Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing (or equivalent) of the Company hereto on the Effective Date, and authorization by the Board of Directors or other similar governing body of the Company of this Agreement and the other Loan Documents and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents, as applicable. (g) The Agent shall have received a certificate of the Secretary or an Assistant Secretary or comparable officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the other Loan Documents. (h) The Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Senior Vice President, General Counsel and Secretary of counsel for the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form as to such other matters as any Lender through the Agent may reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderrequest.

Conditions to Effective Date. The obligations obligation of the Lenders Banks to make Loans to the Company any Loan hereunder and of the Issuing Bank to issue the any Letter of Credit for Issuer to issue or amend any Letter of Credit is subject to the account satisfaction of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):addition to, and without limitation of, the applicable conditions set forth in Sections 3.3 and 3.4: (a) The Administrative Agent shall have received at least one executed counterpart satisfaction of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient conditions set forth in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits theretoSection 3.1; (b) The Administrative Agent shall have received documentation, in form and substance reasonably acceptable to the Administrative Agent, evidencing the termination of the Existing Credit Agreement and the repayment of all obligations owing thereunder (other than indemnities and similar obligations that customarily survive termination of credit facilities), which repayment may be made with the proceeds of the initial Loans hereunder; (c) The Borrower and each other Credit Party shall have provided to the Administrative Agent and each requesting Bank (in each case, at least 2 Business Days prior to the Effective Date, to the extent reasonably requested in writing to the Borrower at least 5 Business Days prior to the Effective Date) (i) the documentation and other information requested by the Administrative Agent or any requesting Bank in order to comply with requirements of any AML Laws and any applicable “know your customer” rules and regulations and (ii) to the extent the Borrower qualifies as a favorable written opinion “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; (addressed d) The Borrower shall have paid or made arrangements to pay contemporaneously with closing (i) to the Administrative Agent, the Issuing Bank Arrangers and the Lenders Banks the fees set forth or referenced in Section 2.7 and dated any other accrued and unpaid fees or commissions with respect to the Effective Datecredit facilities governed by this Agreement as agreed in writing by the Borrower and (ii) all reasonable fees, charges and disbursements of (i) ▇.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent, but limited to the reasonable fees, charges and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory disbursements of one external counsel to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organizationand, existence and good standing of the Companyif necessary, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all one local counsel in form and substance reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuingeach relevant jurisdiction); and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable On or after the Closing Date but on or prior to the Effective Date (including any such incurrence, establishment or issuance made on the Effective Date substantially concurrently with the effectiveness of the Commitments hereunder), the Borrower shall have incurred, established or issued an aggregate of at least $1,550,000,000 in aggregate principal amount (or in the case of common or preferred equity, gross proceeds) in the form of (i) Term Loan Commitments, (as defined in this Agreement immediately as of the Effective Date), (ii) Revolving Credit Commitments, and (iii) (x) equity or equity-related securities, including Convertible Debt and/or (y) unsecured debt securities (this clause (iii), the “Specified Incurrences”); provided that the aggregate principal amount (or in the case of common or preferred equity, gross proceeds) of the Specified Incurrences shall not be less than $250,000,000. The Administrative Agent shall notify the Borrower and the Banks of the Effective Date, includingand such notice shall be conclusive and binding. Notwithstanding the foregoing, the Effective Date shall not occur, and this Agreement and the obligations of the parties hereunder shall automatically terminate if each of the foregoing conditions is not satisfied (or waived pursuant to the extent invoicedSection 10.5) at or prior to 11:59 p.m., reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderNew York City time, on September 5, 2023.

Conditions to Effective Date. The obligations of the Lenders to make Loans conditions to the Company and effectiveness of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions this Agreement are satisfied (or waived in accordance with Section 9.02):as follows: (a) The Administrative Agent ACC and Owner shall have received at least one executed counterpart of approved this Agreement from Agreement, as evidenced by the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders execution hereof by ACC and the Company, together with all Exhibits thereto;receipt by ACC of written confirmation from Owner of its approval hereof. (b) The Administrative Agent If necessary (as determined by ACC in its discretion) ACC shall have received a favorable written opinion (addressed to amended the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) Redevelopment Plan for purposes of (i) ▇making it consistent with this Agreement.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent If necessary (as determined by ACC in its discretion) ACC shall have received documents and certificates relating to amended the organization, existence and good standing TAD Policies (defined below) for purposes of the Company, the authorization of the Transactions, the incumbency of the persons executing making them consistent with this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;Agreement. (d) The Administrative Agent Board of Education and ACC shall have received a certificate, dated the Effective Date approved and signed by the President, a Vice President or a Financial Officer entered into an amendment of the Company, confirming as IGA that amends Subsection (i) of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary of the Effective Date, and that (i) otherwise amends the representations IGA as and warranties of the Company set forth in Article III of if necessary so that this Agreement and the IGA are not in conflict. (e) All material representations, warranties and covenants made by the Owner in this Agreement shall be true and correct in all material respects on the Effective Date, as evidenced by a certificate to such effect issued by the Owner to ACC. (f) ACC or the Verification Agent shall have received and verified all Due Diligence Materials required (as reasonably deemed applicable by ACC) to be delivered to ACC by the Effective Date. (g) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that, to the best of such date its knowledge, Owner is not in Default under this Agreement or any of the Financing Documents, which Default could have a material adverse effect on the Project or Phase of the Project as reasonably determined by Owner. (h) Payment by Owner of any portion remaining unpaid of ACC’s actual costs incurred for economic forecasting, revenue projection, consultant and legal fees. (i) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that the PSA is in full force and effect. (j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated by the Verification Agent. (k) Owner has submitted (i) certified copies of its organizational documents, and (ii) no Default has occurred a certificate of good standing from the jurisdiction in which it was organized, together with evidence that it is qualified to transact business and is continuing; andin good standing in the State. (el) Owner has delivered certified copies of its corporate resolutions or other evidence of its approval of this Agreement and authorizing the execution and delivery thereof by an authorized officer. (m) The Administrative Site has been rezoned to the PD (Planned Development) classification. (n) Owner has submitted to the Verification Agent data regarding Owner’s financial capacity that is sufficient for the Verification Agent to determine that Owner is adequately capitalized for purposes of carrying out the first stage of the horizontal infrastructure necessary to complete Phase 1A, and each Lender the Verification Agent has made such determination. (o) Owner and its Affiliates) CCSD shall have received all fees and other amounts due and payable agreed to a covenant whereby Owner will offer to rent Affordable Housing Units to employees of CCSD on or prior to the Effective Date, includinga basis that, to the extent invoicedlegally permissible, reimbursement or payment affords such employees a priority thereto. (p) ACC and Owner have agreed on the terms and conditions of all out-of-pocket expenses the document evidencing the Ground Lease. For the avoidance of doubt, such document will not be executed and delivered by ACC until required to be reimbursed or paid by the Company hereunderSection 6.6(g) hereof.

Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders Issuers to make Loans issue Letters of Credit hereunder shall be subject to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each satisfaction or waiver of the following conditions are satisfied precedent (or waived in accordance with Section 9.02such initial date of satisfaction of such obligations being, the “Effective Date”): (a) The Administrative Agent shall have received at least one executed counterpart the following, each dated as of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective DateDate (unless otherwise specified) of (i) ▇.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form and substance reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Daythe Issuers, in a form reasonably satisfactory each case without reference to the Administrative Agent’s determination thereof: (i) executed counterparts of (i) this Agreement from the Applicant, each Issuer party hereto on the Effective Date, the Administrative Agent and the Collateral Agent, and (ii) the Pledge Agreement from the Applicant, the Collateral Agent, the Trust and the Securities Intermediary; (cii) The Administrative Agent shall have received documents (x) a certificate of the Secretary, Assistant Secretary or another responsible officer of the Applicant, dated the Effective Date, attaching a true and certificates relating complete copy of the consent of the Finance and Risk Management Committee of the Board of Directors of the Applicant, which shall, inter alia, (A) approve this Agreement and the transactions contemplated hereby and (B) authorize each applicable officer of the Applicant (or each other responsible Person) (each, an “Authorized Officer”) during the Issuance Period to take all such actions to arrange for, execute and deliver any Requests or Amendment Requests with respect to Letters of Credit in an aggregate amount of up to the organizationFacility Amount, existence supplemental agreements, instruments, amendments, extensions or other modification in the name and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the CompanyApplicant, which such Authorized Officer determines in his/her sole judgment to be necessary, proper or advisable in connection with or in order to perform the Applicant’s obligations under any Facility Document or in connection with this Agreement, with the performance of any such act by any Authorized Officer during the Issuance Period to be conclusive evidence that the same has been authorized and approved by the Applicant and the Board of Directors of the Applicant in every respect, and (y) a certificate of Secretary, Assistant Secretary or another responsible officer of the Applicant, dated as of the Effective Date, attaching a true and complete copy of the Amended and Restated Declaration of Trust (the “Declaration of Trust”), dated as of August 29, 2023, among the Applicant, as depositor (the “Depositor”) and in its individual capacity, Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and Deutsche Bank Trust Company Delaware, as Delaware trustee, which shall, inter alia, (A) approve the transactions contemplated by this Agreement and (B) authorize the Trustee or the Depositor, as applicable, to take all such actions, to arrange for, execute and deliver any supplemental agreements, instruments, amendments, extensions or other modification in the name and on behalf of the Trust, including in connection with this Agreement, with the performance of any such act by the Trustee or the Depositor, on behalf of the Trust, during the Issuance Period to be conclusive evidence that the same has been authorized and approved by the Trust in every respect; (iii) true, complete and accurate copies of the constituent documents of the Applicant and the Trust and an incumbency certificate with respect to the Authorized Officers of the Applicant, in each case, certified by an Authorized Officer of the Applicant, as in effect on the Effective Date; (iv) a certificate as to the good standing of each of the Applicant and the Trust, in each case, as of a recent date from the Secretary of State of the state of its organization; (v) to the extent requested by the Administrative Agent or any potential Issuer at least five (5) Business Days prior to the Effective Date, documentation and other information required under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act and, to the extent the Applicant qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Applicant, in each case, at least two (2) Business Days prior to the Effective Date; (vi) (x) a favorable written opinion of counsel to the Applicant, in form and substance reasonably satisfactory to the Administrative Agent, relating to such matters with respect to this Agreement and the transactions contemplated hereby as the Administrative Agent may reasonably request and which are customary for transactions of the type contemplated herein, (y) a favorable written opinion of counsel to the Trust, in form and substance reasonably satisfactory to the Administrative Agent, relating to such matters with respect to this Agreement and the transactions contemplated hereby as the Administrative Agent may reasonably request and which are customary for transactions of the type contemplated herein, and (z) a favorable written opinion of counsel to the Trustee, in form and substance reasonably satisfactory to the Administrative Agent, relating to such matters with respect to this Agreement and the transactions contemplated hereby as the Administrative Agent may reasonably request and which are customary for transactions of the type contemplated herein; (dvii) The Administrative Agent shall have received a certificatecertificate of a responsible officer of the Applicant, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that confirming compliance with the condition set forth in Section 11(d) below; and (viii) an executed counterpart of the Pledge Agreement from each of the Applicant, the Trust, the Securities Intermediary and the Collateral Agent; (i) the Applicant shall have established the NRG Collateral Accounts and (ii) the Trust shall have established the Trust Collateral Account and shall have (or shall have caused) Eligible UST Assets acquired with the proceeds the P-Caps to have been credited to the Trust Collateral Account, the aggregate face amount of which shall be at least equal to the Minimum Collateral Base as of the Effective Date (after giving effect to the issuance of any Letters of Credit on the Effective Date); (c) all costs, fees, expenses (including, without limitation, reasonable and documented out-of-pocket legal fees and expenses) and other compensation, due and payable to the Agents and/or the Issuers shall have been paid to the extent due and invoiced at least one (1) Business Day prior to the Effective Date; (d) the representations and warranties of the Company set forth Applicant contained in Article III of this Agreement are each Facility Document to which it is a party shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (iior if applicable, in all respects) no Default has occurred and is continuingas of such earlier date); and (e) The Administrative Agent that certain ▇▇▇▇▇▇▇ and each Lender Restated Letter of Credit Facility Agreement, dated as of December 11, 2020 (as amended, restated, amended and its Affiliates) shall have received all fees and other amounts due and payable on restated, supplemented or otherwise modified from time to time prior to the Effective Date), includingby and among the Applicant, to the extent invoicedfinancial institutions party thereto and the Administrative Agent and the Collateral Agent, reimbursement or payment the obligations thereunder and security interest in favor of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderfinancial institutions a party thereto, in each case, shall have been repaid in full, terminated and released.

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not ---------------------------- become effective until on the date (the "Effective Date") on which each condition listed in Section 4.2 is satisfied and each of the following conditions are satisfied (or waived in accordance with Section 9.02):shall have occurred: (a) The Administrative Agent shall have received at least one executed counterpart counterparts of this Agreement from Agreement, executed and delivered by a duly authorized officer of each Person constituting the Company, the Administrative Agent, the Issuing Bank Borrower and each Lender, . Each Lender shall have received a Revolving Credit Note and arrangements satisfactory Term Loan Note conforming to the Administrative requirements hereof and executed by a duly authorized officer of each Person constituting the Borrower and PNC shall have received the Existing Loan Note and Existing New Term Loan Note executed by a duly authorized officer of each Person constituting the Borrower. The Agent shall have been made for received the delivery Security Agreements executed and delivered by a duly authorized officer of additional executed counterparts, sufficient in number for distribution to each Person constituting the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;Borrower. (b) The Administrative Agent shall have received a favorable written opinion certificate of the Secretary or an Assistant Secretary of each Person constituting the Borrower dated as of the Effective Date and certifying (addressed 1) that attached thereto is a true, complete and correct copy of resolutions duly adopted by the Board of Directors of such Person authorizing (x) the execution, delivery and performance of this Agreement and the Notes and the other Loan Documents and (y) the borrowings contemplated hereunder and that such resolutions have not been amended, modified, revoked or rescinded and (2) as to the Administrative Agent, incumbency and specimen signature of each officer executing any Loan Documents on behalf of such Person constituting the Issuing Bank Borrower; and such certificate and the Lenders resolutions attached thereto shall be in form and dated substance satisfactory to the Effective DateAgent. (c) The Agent shall have received the executed legal opinion of (i) ▇.▇. ▇▇▇▇▇▇ & ▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory counsel to the Administrative Persons constituting the Borrower, substantially in the form of Exhibit G. Such legal opinion shall cover such matters incident to the transactions contemplated by this Agreement as the Agent and (ii) ▇▇▇▇▇ Day, in a form the Lenders reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;may require. (d) The Administrative Agent Borrower shall have received a certificatepaid to the Agent, dated for distribution to the Effective Date and signed by the PresidentLenders, a Vice President or a Financial Officer non-refundable structuring fee of the Company$25,000. Such fee shall be distributed as follows: $9,375 to First Fidelity Bank, confirming as of the Effective DateN.A. and $15,625 to PNC Bank, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; andNational Association. (e) The Administrative Borrower shall have paid to the Agent, for its account, the annual fee payable to the Agent pursuant to the letter agreement between the Agent and each Lender the Borrower dated October 31, 1995. (f) The Borrower shall have paid all fees of counsel to the Agent submitted on the date hereof. This condition precedent does not derogate from the Borrower's continuing obligations under Section 10.5. (g) All corporate and its Affiliates) other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be reasonably satisfactory in form and substance to the Lenders, and the Agent and the Lenders shall have received all fees such other documents and other amounts due and payable on legal opinions in respect of any aspect or prior to consequence of the Effective Date, including, to the extent invoiced, reimbursement transactions contemplated hereby or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderthereby as they may reasonably request.

Conditions to Effective Date. The obligations of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company This Agreement shall not become effective until on the date on which that each of the following conditions are shall have been satisfied (or waived in accordance with Section 9.029.07): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to receipt by the Administrative Agent shall have been made for of (x) this Agreement, executed by a duly authorized officer of the delivery Borrower and each other party hereto and (y) Notes in favor of additional each Bank requesting a Note, all executed counterparts, sufficient in number for distribution to by a duly authorized officer of the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits theretoBorrower; (b) The receipt by the Administrative Agent shall have received of a favorable written opinion (addressed to certificate of an authorized officer of the Administrative AgentBorrower, the Issuing Bank and the Lenders and dated as of the Effective Date) of (i) ▇.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching the following: (i) a copy of resolutions of the Board of Directors of the Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents; (dii) The a copy of the Articles of Incorporation of the Borrower, including any amendments thereto; (iii) a copy of the Bylaws of the Borrower, including any amendments thereto; (iv) an incumbency certificate, executed by the Secretary of the Borrower, which shall identify by name and title and bear the signatures of all of the officers of the Borrower executing any of the Transaction Documents; (v) a certificate of corporate good standing of the Borrower issued by the appropriate Governmental Authorities of its jurisdiction of incorporation; (c) the Administrative Agent shall have received a customary legal opinion of ▇▇▇▇▇▇▇ LLP as New York and Missouri counsel to the Borrower; (d) receipt by the Administrative Agent of a certificate, signed by an authorized officer of the Borrower, dated the Effective Date and signed by in form and substance reasonably satisfactory to the PresidentAdministrative Agent, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, certifying that (i) the all representations and warranties of the Company set forth Borrower contained in Article III of this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects on respects, in each case as of the Effective Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date and date), (ii) no Default or Event of Default has occurred and is continuing; and, (iii) no Material Adverse Effect has occurred since September 30, 2025, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as required hereunder; (e) The the Borrower shall have paid to the Administrative Agent (i) for its own account and each Lender (and its Affiliates) shall have received for the account of the Banks, as applicable, all fees and other amounts due and payable on or prior to the Effective Date, Date as shall have been separately agreed upon in writing in the amounts so specified and (ii) the reasonable expenses of the Administrative Agent required under the Engagement Letter or any Transaction Document to be paid on or prior to the Effective Date (including, to the extent invoicedinvoiced at least two (2) Business Days prior to the Effective Date, reimbursement or payment reasonable fees and expenses of counsel to the Administrative Agent) in connection with the Transactions, this Agreement and the other Transaction Documents; (f) receipt by the Administrative Agent of copies of the financial statements referred to in Section 5.09; (g) receipt by the Administrative Agent and the Banks of all out-of-pocket expenses documentation and other information requested by the Administrative Agent or such Bank that is required to be reimbursed or paid satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; (h) receipt by the Company hereunderAdministrative Agent, and any Bank requesting the same, at least five (5) Business Days prior to the Effective Date of a Beneficial Ownership Certification in relation to the Borrower (or a certification that the Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case if requested at least ten (10) Business Days prior to the Effective Date; (i) receipt by the Administrative Agent of a Solvency Certificate certifying that the Borrower and its Subsidiaries, on a consolidated basis as of the Effective Date, are Solvent; (j) the Existing Delayed Draw Term Loan Agreement shall have been terminated and all amounts owed thereunder shall have been paid in full; and (k) such other agreements, documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five (5) Business Days prior to the Effective Date. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Effective Date specifying its objection thereto.

Conditions to Effective Date. The obligations of the Lenders A. Conditions Precedent to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) ▇.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by The following are conditions precedent to the President, a Vice President or a Financial Officer of the Company, confirming as occurrence of the Effective Date, that (i) the representations and warranties each of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable which must be satisfied on or prior to the Effective Date or waived in accordance with Article IX.B: 1. The Restructuring Support Agreement shall not have been terminated and shall remain in full force and effect. 2. The Backstop Commitment Agreement shall not have been terminated and shall remain in full force and effect. 3. The Bankruptcy Court shall have approved the Disclosure Statement on a final basis. 4. The Bankruptcy Court shall have entered the Confirmation Order, which shall have become a Final Order, and the Plan shall not have been amended, altered, or modified from the Plan as confirmed by the Confirmation Order in any material respect, unless such material amendment, alteration, or modification has been made in accordance with the Plan. 5. All applicable authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan shall have been obtained (and all applicable waiting periods shall have expired). 6. Any and all professional fees and expenses of Professionals already approved by the Bankruptcy Court shall have been paid in full. 7. The Professional Fee Reserve Amount shall have been funded into the Professional Fee Escrow Account. 8. The unpaid, reasonable, and documented fees and expenses of the Consenting Senior Secured Noteholder Advisors, the Consenting Convertible Noteholder Advisors, and the Prepetition Agents/Trustees (in each case inclusive of any estimates through the Effective Date) shall have been paid in full in Cash; provided, that payment of any such amounts incurred by such professionals as of the Effective Date but not invoiced to the Debtors at least two Business Days prior to the Effective Date shall not be a condition precedent to the effectiveness of the Plan and shall be payable by the Reorganized Debtors within five Business Days after the receipt of summary invoices therefor (in all cases without any requirement (y) to provide itemized time detail or (z) for the Bankruptcy Court review or approval (including to File a fee application with the Bankruptcy Court)). 9. No governmental entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any law or order (whether temporary, preliminary, or permanent) in any case that is in effect and that prevents or prohibits consummation of the Plan, and no Governmental Unit shall have instituted any action or proceeding (that remains pending on what could otherwise be the Effective Date) seeking to stay, enjoin, restrain, or otherwise prohibit Plan Consummation. 10. The PSP Loan Lender has agreed to modify the interest rate of the PSP Loans on terms agreeable to the Debtors, in consultation with the Required Consenting Stakeholders. 11. All documents and agreements necessary to implement the Plan, including the New Organizational Documents, the Exit Financing Documents, the Equity Rights Offering Documents, and all other items contained in the Plan Supplement, shall be in form and substance acceptable to the Debtors and the Required Consenting Stakeholders and shall have been effected or executed and remain in full force and effect. 12. All conditions precedent to the consummation of the Exit Financing Facilities, Equity Rights Offering, and Backstop Commitment shall have been satisfied or waived in accordance with the terms of the Exit Financing Documents, Equity Rights Offering Documents, and Backstop Commitment Agreement, as applicable. 13. All conditions precedent to the issuance of the New Equity Interests, other than any conditions related to the occurrence of the Effective Date, including, shall have occurred. B. Waiver of Conditions to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.Effectiveness

Conditions to Effective Date. The obligations This Agreement shall become effective on and as of the Lenders to make Loans to first date (the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date “Effective Date”) on which each all of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent have been satisfied: (a) The Administrative Agent shall have received at least one executed from each party hereto a counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery signed on behalf of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;such party. (b) The Administrative Company shall have paid all accrued fees due and payable under the Term Fee Letter and all reasonable and documented out-of-pocket expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses to the extent invoiced at least three Business Days prior to the Effective Date. (c) Each of the Lenders shall have received, at least three Business Days in advance of the Effective Date, all documentation and other information with respect to the Company, as has been reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and including a Beneficial Ownership Certification if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. (d) Subject to Section 3.05, on the Effective Date, the following statements will be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent, to the extent requested at least three Business Days in advance of the Effective Date: (i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (f) The Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing (or equivalent) of the Company hereto on the Effective Date, and authorization by the Board of Directors or other similar governing body of the Company of this Agreement and the other Loan Documents and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents, as applicable. (g) The Agent shall have received a certificate of the Secretary or an Assistant Secretary or comparable officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the other Loan Documents. (h) The Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Senior Vice President, General Counsel and Secretary of counsel for the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form as to such other matters as any Lender through the Agent may reasonably satisfactory to the Administrative Agent;request. (ci) The Administrative Agent shall have received documents and certificates relating to lead arranger under the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent Bridge Commitment Letter shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer certificate of the Company, confirming as of the Effective Date, that (i) the representations and warranties an officer of the Company set forth in Article III of confirming that this Agreement are true and correct in all material respects on and as constitutes a “Qualifying Bank Facility” for the purposes of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderBridge Commitment Letter.

Conditions to Effective Date. The obligations occurrence of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) ▇.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date shall be subject to the satisfaction, on and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that of the following conditions precedent: (ia) The Borrower, the Subsidiary Guarantor, the Administrative Agent and the Required Lenders shall have executed and delivered this Amendment. (b) After giving effect to the waivers in Section 3, no Default or Event of Default shall have occurred and be continuing under the Credit Agreement and the representations and warranties of the Company set forth Borrower in Article III Section 7 of this the Credit Agreement are and in Section 8 hereof shall be true and correct in all material respects on and as of such date the Effective Date and Borrower's execution and delivery of this Amendment shall be deemed to constitute an affirmative certification as to the matters specified in this clause (b). (c) The Borrower shall have delivered to the Administrative Agent a copy, duly certified by the secretary or assistant secretary of the Borrower, of (i) resolutions of the Borrower's Board of Directors authorizing or ratifying the execution and delivery of this Amendment and authorizing the borrowings under the Agreement, as amended hereby, (ii) no Default has occurred all documents evidencing other necessary corporate action, and is continuing; and(iii) all approvals or consents, if any, with respect to this Amendment. (d) The Borrower shall have delivered to the Administrative Agent a certificate of the secretary or an assistant secretary of the Borrower certifying the names of the Borrower's officers authorized to sign this Amendment and all other documents or certificates to be delivered hereunder, together with the true signatures of such officers. (e) The Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, such other documents as the Administrative Agent and each Lender may reasonably request. (and its Affiliatesf) The Borrower shall have received all fees and other amounts due and payable on or prior delivered to the Effective DateAdministrative Agent, includingon behalf of the Lenders, a legal opinion from counsel to Borrower in form and substance satisfactory to the extent invoicedAdministrative Agent. (g) The Borrower shall have paid to the Administrative Agent an amendment fee in an amount equal to Fifty Thousand Dollars ($50,000), reimbursement or payment of all outwhich amendment fee shall be fully earned and non-of-pocket expenses required to be reimbursed or paid by the Company hereunderrefundable when paid.

Conditions to Effective Date. The obligations of This Agreement and the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company Lenders’ Commitments shall not become effective until on the date on which of execution hereof subject to receipt by the Administrative Agent (or its counsel) of each of the following conditions are satisfied (or waived in accordance with Section 9.02):following: (a) The Administrative Agent shall have received at least one executed counterpart a copy of this Agreement from Agreement, executed by the Company, Company and the Administrative Agent, other parties hereto; (b) a certificate signed by any Authorized Officer or Secretary or Assistant Secretary of the Issuing Bank Company stating that as of the Effective Date no Default exists and each Lender, that the representations and arrangements satisfactory warranties contained in Article V are true and correct in all material respects (except to the Administrative Agent extent already qualified by materiality or material adverse effect) on the Effective Date (except with respect to those representations and warranties made as of a specific date, which representations and warranties shall have been made for be true and correct in all material respects as of such date); (c) a copy of the delivery Certificate of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and Incorporation of the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to amendments, certified by any Authorized Officer or the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) ▇.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary or Assistant Secretary of the Company, in and a form reasonably satisfactory certificate of good standing with respect to the Administrative Agent Company, certified on or within ten (10) Business Days prior to the date hereof by the Secretary of State of Delaware; (d) copies, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Company, of its By-Laws and its Board of Directors’ Resolutions, authorizing the execution, delivery and performance of the Loan Documents; (iie) an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to sign any other documents, instruments, reports and notices in connection with this Agreement and to make borrowings hereunder (on which the Lenders shall be entitled to rely until informed of any change in writing by the Company); (f) a written opinion of the Company’s counsel, ▇▇▇▇▇ Day, in a form reasonably satisfactory addressed to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organizationLenders, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent; (dg) The Notes for those Lenders, if any, that have requested Notes at least two (2) Business Days prior to the date hereof; (h) satisfactory evidence that all costs, fees and expenses (including, without limitation, legal fees and expenses) due to the Administrative Agent shall have received a certificate, dated and the Lenders on the date hereof and invoiced by the Administrative Agent to the Company at least two (2) Business Days prior to the Effective Date and signed by the President, a Vice President have been paid in full or a Financial Officer of the Company, confirming as of the Effective Date, that shall be paid substantially concurrently with closing; (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and at least three (ii3) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or Business Days prior to the Effective Date, includingall documentation and other information regarding the Company required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent invoiced, reimbursement or payment reasonably requested by the Administrative Agent of all out-of-pocket expenses the Company in writing at least ten (10) Business Days prior to the Effective Date; and (j) an executed Farm Services of America ACA Stock Purchase Agreement and other documentation required to demonstrate ownership stock in each Farm Credit Lender as required by such Lender. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender shall be reimbursed deemed to have consented to, approved or paid by accepted or to be satisfied with, each document or other matter required hereunder unless the Company hereunderAdministrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions to Effective Date. The obligations of Agreement shall not be effective until a date (the "Effective Date") on which the Lenders to make Loans to and the Company and of Administrative Agent (or the Issuing Bank to issue the Letter of Credit Administrative Agent for the account of the Company Lenders, for each Lender and Agent and their counsel) shall not become effective until the date on which have received sufficient originally executed copies, where appropriate, each of the following conditions are satisfied (or waived following, in accordance with Section 9.02):scope, form and substance satisfactory to the Lenders: (ai) The Administrative Agent shall have received at least one executed counterpart originals of this Agreement from the Company, the Administrative Agent, the Issuing Bank Transaction Documents in form and each Lender, and arrangements substance satisfactory to the Administrative Agent shall have been made for Agent; (ii) payment of the delivery of additional executed counterparts, sufficient in number for distribution Initial Structuring Fee and all other fees (other than the Optional Advance Fee) to the Administrative AgentArranger, the Issuing Bank, payment of all other fees to be paid to the Lenders and payment of all expenses for which invoices have been presented to the Company, together with all Exhibits theretoBorrower; (biii) The Administrative Agent shall certified copies of all necessary action taken by the Borrower to authorize the execution, delivery and performance by it, in accordance with their respective terms, of the Transaction Documents and any other documents required or contemplated hereunder and thereunder to which it is a party and the consummation of the transactions contemplated hereby and thereby; (iv) certified copies of all government filings and third party approvals, if any, necessary to be obtained by the Borrower in order to authorize the Borrowings and to authorize the execution, delivery and performance by the Borrower, in accordance with their respective terms, of the Transaction Documents and any other documents to which the Borrower is a party required or contemplated hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby; (v) certified copies of the certificate of incorporation and by-laws of the Borrower, satisfactory in form and substance to the Lenders together with a good standing certificate from the Secretary of State of the State of Delaware and, except where the failure to qualify is not reasonably likely to have received a Material Adverse Effect, each other state in which it is qualified as a foreign corporation to do business, each dated as of a recent date; (vi) a certificate of incumbency with respect to the signature of each Person authorized by the Borrower to sign the Transaction Documents or any other document required or contemplated hereunder or thereunder; (vii) the favorable written opinion (addressed to opinions of Orri▇▇, ▇▇rr▇▇▇▇▇▇ & ▇utc▇▇▇▇▇ ▇▇▇, counsel for the Administrative AgentBorrower, the Issuing Bank and the Lenders and dated the Effective Date) of (i) or Robe▇.▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Dayq., in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all each in form and substance reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.the

Conditions to Effective Date. The obligations obligation of the Lenders to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for Issuer hereunder is subject to the account of conditions precedent that Administrative Agent shall have received, on or before the Company shall not become effective until Effective Date, the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):following: (a) The Administrative Agent shall have received at least one executed from each party hereto either (i) a counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include an electronic transmission of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received from Borrower a favorable written opinion (addressed to signed Note for the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) account of (i) ▇.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Companyeach Lender, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;amount of such Lender’s Commitments. (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing from each party thereto either (x) a counterpart of each of the Company, the authorization reaffirmation and confirmation of the Transactions, Security Agreement and the incumbency of the persons executing this Cash Collateral Agreement (Collateral Account) signed on behalf of the Company, all in form and substance reasonably such party or (y) written evidence satisfactory to the Administrative Agent;Agent (which may include an electronic transmission of signed signature pages thereof) that such party has signed a counterpart thereof. (d) The Administrative Agent shall have received copies or originals of signed Subscription Agreements (dated as of a certificate, dated date not later than the Effective Date) from all Investors as of the Effective Date certified to be true, complete and signed correct by the President, a Vice President or a Financial Responsible Officer of the Company, confirming Borrower as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and. (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, includingDate including the fees specified in the Fee Letter and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Borrower hereunder, including the Company hereunderreasonable fees and reasonable documented out-of-pocket disbursements invoiced through the Effective Date of Deutsche Bank’s special counsel. (f) The Administrative Agent shall have received favorable written opinion (addressed to the Administrative Agent and Lenders and dated the Effective Date) of Ropes & ▇▇▇▇ LLP, counsel to Borrower, substantially in the form of Exhibit 6.1(g)-1, and covering such other matters relating to Borrower, its respective Organizational Documents, the Loan Documents, or the Transactions as the Administrative Agent shall reasonably request. Borrower hereby requests such counsel to deliver such opinion, which may be delivered by electronic transmission to the Administrative Agent with the signed originals(s) to follow within five (5) days after the Effective Date. (g) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of Borrower, the authorization of the Transactions, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received an original or a copy of a signed certificate, dated the Effective Date and signed by a Responsible Officer of Borrower (x) setting forth the information required under Section 3.14 and confirming compliance with the conditions specified in Sections 6.2(c) and 6.2(d), (y) confirming that all conditions under the Subscription Agreement and Borrower’s other Organizational Documents to Borrower’s calling for Capital Contributions have been fulfilled, and (z) including any information needed to issue a Capital Call Notice, including notice addresses for such purpose of all Investors, schedules of the respective Capital Commitments and Unfunded Capital Commitments of the Investors, and schedules of the respective percentages to be used in determining the amount for which each Investor would be responsible in respect of any Capital Call for Capital Contributions to be applied to the satisfaction of the Obligations (all such information, “Basic Call Information”).

Conditions to Effective Date. The obligations This Agreement shall become effective on and as of the Lenders to make Loans to first date (the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date “Effective Date”) on which each all of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent have been satisfied: (a) The Administrative Agent shall have received at least one executed from each party hereto a counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery signed on behalf of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;such party. (b) The Administrative Company shall have paid all accrued fees due and payable under the Term Fee Letter and all reasonable and documented out-of-pocket expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses to the extent invoiced at least three Business Days prior to the Effective Date. (c) Each of the Lenders shall have received, at least three Business Days in advance of the Effective Date, all documentation and other information with respect to the Company, as has been reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and including a Beneficial Ownership Certification if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. (d) Subject to Section 3.05, on the Effective Date, the following statement will be true and the Agent shall have received for the account of each Lender a favorable written opinion (addressed to certificate signed by a duly authorized officer of the Administrative AgentCompany, the Issuing Bank and the Lenders and dated the Effective Date) of (i) ▇.▇. ▇▇▇▇▇▇▇▇, Senior Vice Presidentstating that the Specified Representations, General Counsel other than Section 4.01(n), are correct on and Secretary as of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent;Effective Date. (ce) The Administrative Agent shall have received on or before the Effective Date (x) the 3-Year Tranche Notes to the extent requested by 3-Year Tranche Lenders pursuant to Section 2.16 and (y) the 5-Year Tranche Notes to the extent requested by the 5-Year Tranche Lenders pursuant to Section 2.16, in each case, to the extent requested at least three Business Days in advance of the Effective Date. (f) The Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing (or equivalent) of the CompanyCompany hereto on the Effective Date, and authorization by the authorization Board of Directors or other similar governing body of the Transactions, the incumbency Company of the persons executing this Agreement on behalf and the other Loan Documents and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Companyother Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent;as applicable. (dg) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer certificate of the Company, confirming as of the Effective Date, that (i) the representations and warranties Secretary or an Assistant Secretary or comparable officer of the Company set forth in Article III certifying the names and true signatures of the officers of the Company authorized to sign this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; andthe other Loan Documents. (eh) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment a favorable opinions of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder(x) ▇▇▇▇ ▇.

Conditions to Effective Date. The obligations occurrence of the Lenders to make Loans Effective Date shall be subject to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each delivery of the following conditions are satisfied (or waived in accordance with Section 9.02):documents satisfactory to the Agent: (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;This Amendment. (b) The Administrative Agent shall have received a favorable written opinion A Guaranty from each Guarantor in substantially the form attached as Exhibit A hereto. (addressed c) A Note payable to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) ▇.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ DayFargo Bank, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;N.A. (d) The Administrative Agent certificate of incorporation (certified by the Secretary of State of Delaware dated no earlier than 30 days prior to this Agreement) and by-laws of the Borrower and all corporate action taken by the Borrower authorizing this Amendment (including the resolutions of the Board of Directors of the Borrower authorizing the transactions contemplated hereby), in each case, certified by the secretary or assistant secretary of the Borrower. (e) A certificate of the secretary or assistant secretary of the Borrower naming and setting forth the specimen signature of each of the officers of the Borrower (i) who is authorized to sign on its behalf this Amendment and (ii) who is (A) an Authorized Officer or (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications (other than notices required to be given by an Authorized Officer) in connection with this Agreement and the transactions contemplated hereby. (f) A certificate of a senior officer of the Borrower dated the date of this Amendment to the effect that on and as of such date: (i) no Default shall have received a certificate, dated the Effective Date occurred and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that be continuing; and (iii) the representations and warranties made by the Borrower in Section 6 of the Company set forth in Article III of this Credit Agreement and Section 7 hereof are true and correct in all material respects with the same force and effect as if made on and as of such date date. (g) An opinion of internal counsel of the Borrower, substantially in the form of Exhibit B hereto. (h) A good standing certificate from (i) the Borrower’s Federal Reserve Bank, and (ii) the Secretary of State of the Borrower’s state of incorporation shall have been delivered (in each of the foregoing cases, dated no Default has occurred and is continuing; andearlier than 30 days prior to this Agreement). (ei) The Administrative articles of incorporation (also certified by the Secretary of State of each Guarantor’s state of organization dated no earlier than 30 days prior to this Agreement) and by-laws of each Guarantor and all corporate action taken by each Guarantor authorizing its Guaranty Agreement and the performance of its obligations thereunder (including the resolutions of the Board of Directors of such Guarantor authorizing the transactions contemplated by its respective Guaranty Agreement), in each case, certified by the secretary or assistant secretary of such Guarantor. (j) A certificate of the secretary or assistant secretary of each Guarantor naming and setting forth the specimen signature of each of the officers of such Guarantor who is authorized to sign its Guaranty Agreement on its behalf (the Agent and each Lender Bank may conclusively rely on such certificate until formally advised by a like certificate of any changes therein). (and its Affiliatesk) shall have received all fees and other amounts due and payable on or A good standing certificate from the Secretary of State of each Guarantor’s state of incorporation, dated no earlier than 30 days prior to this Agreement. (l) An opinion of internal counsel to each Guarantor in the Effective Date, including, to form of Exhibit C attached hereto. (m) Such other documents as the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderAgent may reasonably request.

Conditions to Effective Date. The obligations of the Lenders to make Loans conditions to the Company and effectiveness of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions this Agreement are satisfied (or waived in accordance with Section 9.02):as follows: (a) The Administrative Agent ACC and Owner shall have received at least one executed counterpart of approved this Agreement from Agreement, as evidenced by the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders execution hereof by ACC and the Company, together with all Exhibits thereto;receipt by ACC of written confirmation from Owner of its approval hereof. (b) The Administrative Agent If necessary (as determined by ACC in its discretion) ACC shall have received a favorable written opinion (addressed to amended the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) Redevelopment Plan for purposes of (i) ▇making it consistent with this Agreement.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent If necessary (as determined by ACC in its discretion) ACC shall have received documents and certificates relating to amended the organization, existence and good standing TAD Policies (defined below) for purposes of the Company, the authorization of the Transactions, the incumbency of the persons executing making them consistent with this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent;Agreement. (d) The Administrative Agent Board of Education and ACC shall have received a certificate, dated the Effective Date approved and signed by the President, a Vice President or a Financial Officer entered into an amendment of the Company, confirming as IGA that amends Subsection (i) of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary of the Effective Date, and that (i) otherwise amends the representations IGA as and warranties of the Company set forth in Article III of if necessary so that this Agreement and the IGA are not in conflict. (e) All material representations, warranties and covenants made by the Owner in this Agreement shall be true and correct in all material respects on the Effective Date, as evidenced by a certificate to such effect issued by the Owner to ACC. (f) ACC or the Verification Agent shall have received and verified all Due Diligence Materials required (as reasonably deemed applicable by ACC) to be delivered to ACC by the Effective Date. (g) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that, to the best of such date its knowledge, Owner is not in Default under this Agreement or any of the Financing Documents, which Default could have a material adverse effect on the Project or Phase of the Project as reasonably determined by Owner. (h) Payment by Owner of any portion remaining unpaid of ACC’s actual costs incurred for economic forecasting, revenue projection, consultant and legal fees. (i) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that the PSA is in full force and effect. (j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated by the Verification Agent. (k) Owner has submitted (i) certified copies of its organizational documents, and (ii) no Default has occurred a certificate of good standing from the jurisdiction in which it was organized, together with evidence that it is qualified to transact business and is continuing; andin good standing in the State. (el) Owner has delivered certified copies of its corporate resolutions or other evidence of its approval of this Agreement and authorizing the execution and delivery thereof by an authorized officer. (m) The Administrative Site has been rezoned to the PD (Planned Development) classification. (n) Owner has submitted to the Verification Agent data regarding Owner’s financial capacity that is sufficient for the Verification Agent to determine that Owner is adequately capitalized for purposes of carrying out the first stage of the Horizontal Infrastructure necessary to complete Phase 1A, and each Lender the Verification Agent has made such determination. (o) Owner and its Affiliates) CCSD shall have received all fees and other amounts due and payable agreed to a covenant whereby Owner will offer to rent Affordable Housing Units to employees of CCSD on or prior to the Effective Date, includinga basis that, to the extent invoicedlegally permissible, reimbursement or payment affords such employees a priority thereto. (p) ACC and Owner have agreed on the terms and conditions of all out-of-pocket expenses the document evidencing the Ground Lease. For the avoidance of doubt, such document will not be executed and delivered by ACC until required to be reimbursed or paid by the Company hereunderSection 6.6(g) hereof.

Conditions to Effective Date. The obligations of the Lenders A. Conditions Precedent to make Loans to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received at least one executed counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) ▇.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by The following are conditions precedent to the President, a Vice President or a Financial Officer of the Company, confirming as occurrence of the Effective Date, that (i) the representations and warranties each of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable which must be satisfied on or prior to the Effective Date or waived in accordance with Article IX.B: 1. The Restructuring Support Agreement shall remain in full force and effect (except as a result of the occurrence of the Effective Date, including) and no notice in respect of a termination event shall have been delivered in accordance with the terms thereof, to the extent invoicednot cured pursuant to the terms thereof. 2. The Bankruptcy Court shall have entered the New CBA Orders approving the New CBAs, reimbursement and the New CBAs shall be effective in accordance with their terms. 3. The Debtors shall have made the Effective Date DIP Distribution (or the Debtors will have made such distribution substantially concurrently with the occurrence of the Effective Date). 4. The Debtors shall have satisfied (or the Debtors will have satisfied substantially concurrently with the occurrence of the Effective Date) all New Money DIP Loan Superpriority Claims in full in cash. 5. The Bankruptcy Court shall have approved the Disclosure Statement on a final basis. 6. The Bankruptcy Court shall have entered the Confirmation Order, which shall have become a Final Order, and the Plan shall not have been amended, altered, or modified from the Plan as confirmed by the Confirmation Order in any material respect, unless such material amendment, alteration, or modification has been made in accordance with the Plan. 7. All applicable authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan shall have been obtained (and all applicable waiting periods shall have expired). 8. Any and all professional fees and expenses of Professionals already approved by the Bankruptcy Court shall have been paid in full. 9. The Professional Fee Reserve Amount shall have been funded into the Professional Fee Escrow Account. 10. The unpaid, reasonable, and documented fees and expenses of the Ad Hoc Committee of Senior Secured Noteholders’ Advisors, the Prepetition Secured Notes Agents/Trustees (including their respective counsel), and the DIP Agent (including its counsel) (in each case incurred in accordance with the DIP Order, but without regard to any notice requirements contained therein, and inclusive of any estimates through the Effective Date) shall have been paid in full in Cash; provided, that payment of any such amounts incurred by such professionals as of the Effective Date but not invoiced to the Debtors at least three (3) Business Days prior to the Effective Date shall not be a condition precedent to the effectiveness of the Plan and shall be payable by the Reorganized Debtors within five (5) Business Days after the receipt of summary invoices therefor (in all out-of-pocket expenses required cases without any requirement (y) to provide itemized time detail or (z) for the Bankruptcy Court review or approval (including to File a fee application with the Bankruptcy Court)). 11. No governmental entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any law or order (whether temporary, preliminary, or permanent) in any case that is in effect and that prevents or prohibits consummation of the Plan, and no Governmental Unit shall have instituted any action or proceeding (that remains pending on what could otherwise be the Effective Date) seeking to stay, enjoin, restrain, or otherwise prohibit Plan Consummation. 12. All documents and agreements necessary to implement the Plan, including the New Organizational Documents, the Exit Secured Loans Documents, and all other items contained in the Plan Supplement, shall be in form and substance acceptable to the Debtors and the Required Consenting DIP Lenders and shall have been effected or executed and remain in full force and effect. 13. All conditions precedent to the consummation of the Exit Secured Loans Facility shall have been satisfied or waived in accordance with the terms of the Exit Secured Loans Documents. 14. All conditions precedent to the issuance of the New Equity Interests, other than any conditions related to the occurrence of the Effective Date, shall have occurred. B. Waiver of Conditions to Effectiveness The Debtors, with the consent of the Required Consenting DIP Lenders, may waive or modify any of the conditions set forth in Article IX.A at any time (other than entry of the Confirmation Order), without any notice to other parties in interest or the Bankruptcy Court and without any further notice to or formal action other than proceeding to confirm or consummate the Plan; provided, that the condition in Articles IX.A.8–A.10 may only be waived with the express written consent (email being sufficient) of each affected professional or agent. The failure to satisfy any condition before the Confirmation Date or the Effective Date may be asserted by the Debtors as a reason not to seek Confirmation or declare an Effective Date, regardless of the circumstances giving rise to the failure of such condition to be reimbursed satisfied (including any action or paid inaction by the Company hereunderDebtors). The failure of the Debtors to exercise any of the foregoing rights shall not be deemed a waiver of such rights or any other rights, and each such right shall be deemed an ongoing right, which may be asserted at any time. C. Effect of Non-Occurrence of Conditions to the Effective Date If the Effective Date does not occur on or before the termination of the Restructuring Support Agreement, then: (1) the Plan shall be null and void in all respects; (2) any settlement or compromise embodied in the Plan, assumption or rejection of Executory Contracts or Unexpired Leases effected under the Plan, and any document or agreement executed pursuant to the Plan, shall be deemed null and void; and (3) nothing contained in the Plan, the Confirmation Order, or the Disclosure Statement shall (i) constitute a waiver or release of any Claims, Interests, or Causes of Action, (ii) prejudice in any manner the rights of the Debtors, any Holders of Claims or Interests, or any other Entity, or (iii) constitute an admission, acknowledgement, offer, or undertaking of any sort by the Debtors, any Holders of Claims or Interests, or any other Entity in any respect; provided, however, that such termination of the Restructuring Support Agreement and rendering of the Plan null and void shall not affect the validity or enforceability of any other order entered by the Bankruptcy Court or of any agreement, instrument, or other documents executed by any Debtor prior to the date of such termination, including the DIP Documents and any other agreement, instrument, or other document executed in connection therewith.

Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans to the Company and of the Issuing Bank Banks to issue the Letter Letters of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.0210.02): (a) The Administrative Agent shall have received at least one executed from each party hereto (i) a counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and executed by each Lender, and arrangements party hereto or (ii) written evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include facsimile transmission or other electronic imaging) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Lenders and the Lenders Issuing Banks and dated the Effective Date) of (i) ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇ & ▇▇▇▇▇ Day▇▇, P.C., in a form and substance reasonably satisfactory to the Administrative Agent;. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Company, the authorization of the TransactionsLoan Documents, the incumbency of the persons Persons executing this Agreement any Loan Document on behalf of the Company and any other legal matters relating to the Company, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent;. (d) The Administrative Agent shall have received the Disclosure Letter, dated the Effective Date and executed by the Company, and the Disclosure Letter shall be in form and substance reasonably satisfactory to the Administrative Agent. (e) All costs, expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents, or otherwise agreed by the Company with the Arrangers in connection with the Loan Documents, to be reimbursable or payable by or on behalf of the Company to the Arrangers (or Affiliates thereof), the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case, to the extent required to be paid on or prior to the Effective Date and, in the case of costs and expenses, invoiced at least two Business Days prior to the Effective Date. (f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President chief executive officer or a Financial Officer the chief financial officer of the Company, confirming certifying that, as of the Effective DateDate and after giving effect to the Transactions that are to occur on such date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and. (eg) The Administrative Agent and each Lender (and its Affiliates) shall have received all a certificate, in the form of Exhibit G, dated the Effective Date and signed by the chief financial officer of the Company, certifying that the Company and the Subsidiaries, on a consolidated basis after giving effect to the Transactions that are to occur on such date, are solvent as of the Effective Date. (h) All principal, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been paid in full, all letters of credit issued under the Existing Credit Agreement (other than any such letter of credit designated hereunder as an Existing Letter of Credit) shall have terminated or been canceled and payable on or all commitments and guarantees thereunder shall be terminated and discharged and released, and the Administrative Agent shall have received customary payoff documentation in respect thereof. (i) The Lenders shall have received, (i) at least five Business Days prior to the Effective Date, all documentation and other information regarding the Company and the Subsidiaries required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by the Administrative Agent or any Lender at least 10 Business Days prior to the Effective Date and (ii) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderqualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company. The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans to the Company and of the Issuing Bank Banks to issue the Letter Letters of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.0210.02): (a) The Administrative Agent shall have received at least one executed from the Company either (i) a counterpart of this Agreement from executed on behalf of the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements Company or (ii) written evidence satisfactory to the Administrative Agent shall have been made for (which, subject to Section 10.06(b), may include any Electronic Signatures transmitted by emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) that the delivery Company has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement. (b) The Administrative Agent shall have received from the Company a favorable Borrowing Request in accordance with Section 2.03. (c) The Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent, the Issuing Bank Lenders and the Lenders Issuing Banks and dated the Effective Date) of (i) ▇.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) Swaine & ▇▇▇▇▇ DayLLP, in a form reasonably satisfactory to special counsel for the Administrative Agent;Company. (cd) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing (i) a certificate of the Company, dated the authorization of the TransactionsEffective Date and executed by a secretary, the incumbency of the persons executing this Agreement on behalf assistant secretary or other Responsible Officer of the Company, which shall (a) certify that (1) attached thereto is a true and complete copy of the certificate of incorporation of the Company, certified by the Secretary of State of the State of Delaware, and that the certificate of incorporation attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (2) attached thereto is a true and correct copy of the bylaws of the Company, together with all amendments thereto as of the Effective Date, and such bylaws are in form full force and substance reasonably satisfactory effect as of the Effective Date and (3) attached thereto is a true and complete copy of the resolutions or written consent of the board of directors of the Company authorizing the execution and delivery of the Loan Documents by the Company, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (b) identify by name and title and bear the signatures of the officers or other authorized signatories of the Company who are authorized to sign the Administrative Agent;Loan Documents to which the Company is a party on the Effective Date and (ii) a good standing certificate for the Company as of a recent date from the Secretary of State of the State of Delaware. (de) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Responsible Officer of the Company, confirming certifying as to the satisfaction of the conditions set forth in Sections 4.01(g), 4.01(i) and 4.01(j). (f) The Administrative Agent shall have received a certificate in the form of Exhibit I from the chief financial officer (or other Responsible Officer with reasonably equivalent responsibilities) of the Company, dated the Effective Date and certifying as to the matters set forth therein. (g) The CUSIP Acquisition shall have been consummated substantially concurrently with the funding of the Term Loans in all material respects in accordance with the terms of the CUSIP Acquisition Agreement, but without giving effect to any amendment, modification or waiver of the CUSIP Acquisition Agreement by the Company, or any consent under the CUSIP Acquisition Agreement by the Company, in each case, that is materially adverse to the interests of the Lenders, in their capacities as such, without the prior written consent of each of the Arrangers and the Managing Agent, such consent not to be unreasonably withheld, delayed or conditioned (it being understood and agreed that (i) any reduction, when taken together with all prior reductions, of less than 10% in the original consideration for the CUSIP Acquisition will be deemed not to be (and any such reduction of 10% or more will be deemed to be) materially adverse to interests of the Lenders, in their capacities as such, provided, in the case of any such reduction of less than 10%, that the aggregate principal amount of the Term Facility shall have been reduced on a dollar-for-dollar basis, (ii) any increase, when taken together with all prior increases, of less than 10% in the original consideration for the CUSIP Acquisition will be deemed not to be (and any such increase of 10% or more will be deemed to be, unless funded by the issuance and sale of Capital Stock in the Company) materially adverse to interests of the Lenders, in their capacities as such, (iii) any increase or decrease in the purchase price effected in accordance with the working capital or other purchase price adjustment set forth in the CUSIP Acquisition Agreement will not be materially adverse to the interests of the Lenders, in their capacities as such, (iv) any amendment or modification to the definition of the term “Business Material Adverse Effect” in the CUSIP Acquisition Agreement will be deemed to be materially adverse to the interests of the Lenders, in their capacities as such, and (v) the updating of certain sections of the Seller Disclosure Schedules (as defined in the CUSIP Acquisition Agreement as in effect on December 24, 2021), as such updating is expressly contemplated by the CUSIP Acquisition Agreement as in effect on December 24, 2021, will be deemed not to be materially adverse to the interests of the Lenders, in their capacities as such). (h) Prior to or substantially concurrently with the funding of the Term Loans, the Existing Credit Agreement Refinancing shall be consummated. (i) At the time of and immediately after giving effect to the borrowing of Loans on the Effective Date, that (i) the representations Specified CUSIP Acquisition Agreement Representations shall be true and warranties correct to the extent required by the definition of such term and (ii) the Company set forth in Article III of this Agreement are Specified Representations shall be true and correct in all material respects on (except in the case of any Specified Representation which expressly relates to a given date or period, which Specified Representation shall be true and correct in all material respects as of such date or for such period, as the case may be); provided that to the extent that any Specified Representation is qualified by or subject to a “Material Adverse Effect”, “material adverse change” or similar term or qualification, the same shall be so true and (ii) no Default has occurred and is continuing; andcorrect in all respects. (ej) Except as set forth in, or qualified by any matter set forth in, the Seller Disclosure Schedules (as defined in the CUSIP Acquisition Agreement as in effect on December 24, 2021 and as the Seller Disclosure Schedules are in effect on December 24, 2021) (it being agreed that the disclosure of any matter in any section in the Seller Disclosure Schedules shall be deemed to have been disclosed in any other section in the Seller Disclosure Schedules to which the applicability of such disclosure is reasonably apparent on the face of such disclosure), since December 31, 2020, there has not been, individually or in the aggregate, a Business Material Adverse Effect (as defined in the CUSIP Acquisition Agreement as in effect on December 24, 2021) or any Effect (as defined in the CUSIP Acquisition Agreement as in effect on December 24, 2021) that would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. (k) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or received, at least three Business Days prior to the Effective Date, includingall documentation and other information required by regulatory authorities with respect to the Company under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, in each case, that has been reasonably requested by any Lender in writing at least 10 Business Days in advance of the Effective Date. (l) All fees and expenses required to be paid on the Effective Date pursuant to the Commitment Letter, the Fee Letters or this Agreement, in the case of expenses, to the extent invoiced, reimbursement invoiced at least three Business Days prior to the Effective Date (or payment of all out-of-pocket expenses required such later date to be reimbursed or paid by which the Company hereundermay agree), shall have been paid. The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

Conditions to Effective Date. The obligations obligation of the Lenders Banks to make Loans to the Company any Loan hereunder and of the Issuing Bank to issue the any Letter of Credit for Issuer to issue or amend any Letter of Credit is subject to the account satisfaction of the Company shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):addition to, and without limitation of, the applicable conditions set forth in Sections 3.3 and 3.4: (a) The Administrative Agent shall have received at least one executed counterpart satisfaction of this Agreement from the Company, the Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient conditions set forth in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits theretoSection 3.1; (b) The Administrative Agent shall have received documentation, in form and substance reasonably acceptable to the Administrative Agent, evidencing the termination of the Existing Credit Agreement and the repayment of all obligations owing thereunder (other than indemnities and similar obligations that customarily survive termination of credit facilities), which repayment may be made with the proceeds of the initial Loans hereunder; (c) The Borrower and each other Credit Party shall have provided to the Administrative Agent and each requesting Bank (in each case, at least 2 Business Days prior to the Effective Date, to the extent reasonably requested in writing to the Borrower at least 5 Business Days prior to the Effective Date) (i) the documentation and other information requested by the Administrative Agent or any requesting Bank in order to comply with requirements of any AML Laws and any applicable “know your customer” rules and regulations and (ii) to the extent the Borrower qualifies as a favorable written opinion “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; (addressed d) The Borrower shall have paid or made arrangements to pay contemporaneously with closing (i) to the Administrative Agent, the Issuing Bank Arrangers and the Lenders Banks the fees set forth or referenced in Section 2.7 and dated any other accrued and unpaid fees or commissions with respect to the Effective Datecredit facilities governed by this Agreement as agreed in writing by the Borrower and (ii) all reasonable fees, charges and disbursements of (i) ▇.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent, but limited to the reasonable fees, charges and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory disbursements of one external counsel to the Administrative Agent; (c) The Administrative Agent shall have received documents and certificates relating to the organizationand, existence and good standing of the Companyif necessary, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all one local counsel in form and substance reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuingeach relevant jurisdiction); and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable On or after the Closing Date but on or prior to the Effective Date (including any such incurrence, establishment or issuance made on the Effective Date substantially concurrently with the effectiveness of the Commitments hereunder), the Borrower shall have incurred, established or issued an aggregate of at least $1,550,000,000 in aggregate principal amount (or in the case of common or preferred equity, gross proceeds) in the form of (i) Term Loan Commitments, (ii) Revolving Credit Commitments, and (iii) (x) equity or equity-related securities, including Convertible Debt and/or (y) unsecured debt securities (this clause (iii), the “Specified Incurrences”); provided that the aggregate principal amount (or in the case of common or preferred equity, gross proceeds) of the Specified Incurrences shall not be less than $250,000,000. The Administrative Agent shall notify the Borrower and the Banks of the Effective Date, includingand such notice shall be conclusive and binding. Notwithstanding the foregoing, the Effective Date shall not occur, and this Agreement and the obligations of the parties hereunder shall automatically terminate if each of the foregoing conditions is not satisfied (or waived pursuant to the extent invoicedSection 10.5) at or prior to 11:59 p.m., reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderNew York City time, on September 5, 2023.

Conditions to Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans to the Company and of the Issuing Bank Banks to issue the Letter Letters of Credit for the account of the Company hereunder shall not become effective until the date on which each of the following conditions are shall be satisfied (or waived in accordance with Section 9.0210.02): (a) The Administrative Agent shall have received at least one executed from each party hereto (i) a counterpart of this Agreement from the Company, the Administrative Agent, the Issuing Bank and executed by each Lender, and arrangements party hereto or (ii) written evidence satisfactory to the Administrative Agent shall have been made for the delivery (which may include facsimile transmission or other electronic imaging) that such party has signed a counterpart of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto;this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank Lenders and the Lenders Issuing Banks and dated the Effective Date) of (i) ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇ & ▇▇▇▇▇ Day▇▇, P.C., in a form and substance reasonably satisfactory to the Administrative Agent;. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the #96405571v11 organization, existence and good standing of the Company, the authorization of the TransactionsLoan Documents, the incumbency of the persons Persons executing this Agreement any Loan Document on behalf of the Company and any other legal matters relating to the Company, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent;. (d) All costs, expenses (including reasonable and documented legal fees and expenses) and fees contemplated by the Loan Documents, or otherwise agreed by the Company with the Arrangers in connection with the Loan Documents, to be reimbursable or payable by or on behalf of the Company to the Arrangers (or Affiliates thereof), the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case, to the extent required to be paid on or prior to the Effective Date and, in the case of costs and expenses, invoiced at least two Business Days prior to the Effective Date. (e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President chief executive officer or a Financial Officer the chief financial officer of the Company, confirming certifying that, as of the Effective DateDate and after giving effect to the Transactions that are to occur on such date, that (i) the representations and warranties of the Company set forth in Article III of this Agreement the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and. (ef) The Administrative Agent and each Lender (and its Affiliates) shall have received all All principal, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been paid in full, all letters of credit issued under the Existing Credit Agreement shall have terminated or been canceled and payable on or all commitments and guarantees thereunder shall be terminated and discharged and released, and the Administrative Agent shall have received customary payoff documentation in respect thereof. (g) The Lenders shall have received, (i) at least three Business Days prior to the Effective Date, all documentation and other information regarding the Company and the Subsidiaries required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by the Administrative Agent or any Lender at least 10 Business Days prior to the Effective Date and (ii) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderqualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company. The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

Conditions to Effective Date. The obligations occurrence of the Lenders to make Loans Effective Date is subject to the Company and of the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each satisfaction of the following conditions are satisfied (or waived in accordance with Section 9.02):precedent: (a) The each of Borrowers, Administrative Agent and Lenders shall have executed a counterpart hereof (whether the same or different counterparts) and shall have delivered same to Administrative Agent; (b) any fees required to be paid on or before the Effective Date as provided in Section 2.06 shall have been paid; (c) Borrowers shall have paid all attorney’s costs of Administrative Agent required to be paid by Borrowers under Section 12.04 to the extent invoiced prior to or on the Effective Date, plus such additional amounts of attorney costs as shall constitute its reasonable estimate of such costs incurred or to be incurred by it through the Effective Date (provided that such estimate shall not thereafter preclude fund settling of accounts between Borrowers and Administrative Agent); and (d) Administrative Agent shall have received at least one the following, each of which shall be an original or facsimile (followed promptly by an original) unless otherwise specified, each properly executed counterpart by a Responsible Officer of this Agreement from the Companysigning Loan Party (if a Loan Document), each dated the Administrative AgentEffective Date (or, in the Issuing Bank and each Lendercase of certificates of governmental officials, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the Company, together with all Exhibits thereto; (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated recent date before the Effective Date) of and each in form and substance satisfactory to Administrative Agent and its legal counsel: (i) ▇.▇. ▇▇▇▇▇▇▇▇such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, Senior Vice President, General Counsel and Secretary of the Companythat each Loan Party is validly existing, in good standing, and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (ii) evidence satisfactory to Administrative Agent that no Collateral Property or any use or activity thereon violates or is or could be subject to any response, remediation, clean up, or other obligation under any Law pertaining to health or the environment including without limitation, a written report of an environmental assessment of each Collateral Property, made within thirty (30) days prior to the Effective Date (an “Environmental Report”), by an engineering firm, and of a scope and in form and content reasonably satisfactory to the Administrative Agent Agent, complying with Administrative Agent’s established guidelines, showing that there is no evidence of any Hazardous Material which has been generated, treated, stored, released, or disposed of in any Collateral Property, and (ii) ▇▇▇▇▇ Daysuch additional evidence as may be required by Administrative Agent. All reports, in a form reasonably satisfactory drafts of reports, and recommendations, whether written or oral, from such engineering firm shall be made available and communicated to the Administrative Agent; (ciii) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agenta Physical Condition Report for each Collateral Property; (div) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming as of the Effective Date, that not later than fifteen (i15) the representations and warranties of the Company set forth in Article III of this Agreement are true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or Days prior to the Effective Date, includingan Acceptable Appraisal of each Collateral Property, which Appraisals collectively show a Loan to Value Ratio for all of the Collateral Properties not greater than 60%; and (v) a true and correct copy of (A) each Franchise Agreement and (B) each Management Agreement for each Collateral Property, in each case, in the form to be assigned to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunderapplicable Operating Lessee.