Common use of First Borrowing Clause in Contracts

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed B Note and A Note; (b) The Administrative Agent shall have received a favorable written opinion of either the general counsel or the corporate secretary (provided that such corporate secretary is an attorney admitted to practice law, and is in good standing, in a jurisdiction within the United States of America) of the Parent Guarantor, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit E hereto, and the Parent Guarantor hereby instructs such counsel to deliver such opinion to the Administrative Agent; (c) The Administrative Agent shall have received a favorable written opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the Administrative Agent, to the effect set forth in Exhibit F hereto; (d) All legal matters incident to this Agreement and the borrowings hereunder shall be satisfactory to the Administrative Agent and the Lenders; (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of each Obligor, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Obligor as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Obligor dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Obligor as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Obligor authorizing the execution, delivery and performance of the Loan Documents to which it is a party and (in the case of the Borrower) the borrowings hereunder, and that such resolutions have not been modified, rescinded, or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Obligor have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency Credit Agreement ---------------- and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Obligor; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Administrative Agent or the Lenders may reasonably request; (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Parent Guarantor, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 3.01; and (g) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date.

First Borrowing. On The obligations of the Closing DateBanks to make Loans on the date of the first Borrowing under this Agreement are subject to the satisfaction of the following conditions: (a) Each Lender shall have received a duly executed B Note and A Note; (b) The Administrative Agent shall have received a favorable written opinion each of either the general following, in form and substance satisfactory to it: (i) Opinions of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel or to the corporate secretary (provided that such corporate secretary is an attorney admitted Borrower, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Idaho counsel to practice lawthe Borrower, and is in good standing▇▇▇▇▇▇▇ ▇▇▇▇▇ PLLP, in a jurisdiction within Montana counsel to the United States of America) of Borrower (or such other firm or firms approved by the Parent GuarantorAdministrative Agent), each dated the Closing Date date of this Agreement and addressed to the LendersAdministrative Agent and the Banks, with respect to such matters relating to the effect set forth in Exhibit E hereto, Borrower and the Parent Guarantor Loan Documents as the Administrative Agent or any Bank may reasonably request. The Borrower hereby instructs such counsel to deliver such opinion to the Administrative Agent;. (cii) The Administrative Agent shall have received a favorable written opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the Administrative Agent, to the effect set forth in Exhibit F hereto; (d) All legal matters incident to this Agreement and the borrowings hereunder shall be Evidence satisfactory to the Administrative Agent and set forth on Schedule 4.02(a)(ii) that the Lenders;Borrower shall have obtained all consents and approvals of, and shall have made all filings and registrations with, any Governmental Authority required in order to consummate the Transactions, in each case without the imposition of any condition which, in the judgment of the Banks, could adversely affect their rights or interests under the Loan Documents. (eiii) The Administrative Agent shall have received (i) a A copy of the certificate or articles of incorporation, including all amendments thereto, of each Obligorthe Borrower, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Obligor the Borrower as of a recent date, from such Secretary of State; . (iiiv) a A certificate of the Secretary or Assistant Secretary of each Obligor the Borrower dated the Closing Date date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the by-laws bylaws of such Obligor the Borrower as in effect on the Closing Date date of this Agreement and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors of such Obligor the Borrower authorizing the execution, delivery and performance of the Loan Documents to which it is a party and (in the case of the Borrower) the borrowings hereunder, and that such resolutions have not been modified, rescinded, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Obligor the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing certification with respect thereto furnished pursuant to clause (iiii) above, and (D) as to the incumbency Credit Agreement ---------------- and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith therewith on behalf of such Obligor; the Borrower. (iiiv) a A certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and clause (iv) such other documents as the Administrative Agent or the Lenders may reasonably request;above. (fvi) The Administrative Agent shall have received a A certificate, dated the Closing Date date of this Agreement and signed by a Financial Officer of the Parent GuarantorBorrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 3.01; and4.01. (gvii) The Evidence satisfactory to the Administrative Agent shall that this Agreement, the Supplemental Indenture, the Bond Delivery Agreement, the First Mortgage Bond and any Notes requested by the Banks for issuance on the date of this Agreement have received been executed and delivered by all Fees parties thereto. (viii) A copy of the First Mortgage, certified by the Secretary or Assistant Secretary of the Borrower. (ix) A copy of title insurance policy No. ▇▇▇ ▇▇▇▇▇-▇▇▇ issued by First American Title Insurance Company, together with copies of all endorsements thereto (including an endorsement extending the coverage of such policy to the Supplemental Indenture and the First Mortgage Bond), naming the trustee under the First Mortgage as the insured, insuring the Borrower’s title to the real property subject to the Lien of the First Mortgage, and the validity and first priority of the Lien of the First Mortgage (subject to Liens permitted to exist by the terms of the First Mortgage), in an amount not less than $785,000,000. (x) Such other amounts due and documents as the Administrative Agent, the Banks or their respective legal counsel may reasonably request. (b) All fees payable by the Borrower to the Administrative Agent, the “Co-Lead Arrangers” identified on the cover page of this Agreement, the Banks or any of their Affiliates on or prior to the Closing Datedate of this Agreement with respect to this Agreement, and all amounts payable by the Borrower pursuant to Section 10.05 for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in full or arrangements satisfactory to the Administrative Agent shall have been made to cause them to be paid in full concurrently with the disbursement of the proceeds of any Borrowing to be made on such date. (c) All legal matters incident to the Loan Documents and the transactions contemplated thereby shall be reasonably satisfactory to the Administrative Agent, the Banks and their respective legal counsel.

First Borrowing. On The obligations of the Closing DateLenders to make Loans on the date of the first Borrowing under this Agreement are subject to the satisfaction of the following conditions: (a) Each Lender shall have received a duly executed B Note and A Note; (b) The Administrative Agent shall have received a favorable written opinion each of either the general counsel or the corporate secretary (provided that such corporate secretary is an attorney admitted to practice law, and is in good standingfollowing, in a jurisdiction within the United States of America) of the Parent Guarantor, dated the Closing Date form and addressed substance satisfactory to the Lenders, to the effect set forth in Exhibit E hereto, and the Parent Guarantor hereby instructs such counsel to deliver such opinion to the Administrative Agent;it: (ci) The Administrative Agent shall have received a favorable written opinion Opinions of Milbank, Tweed, ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative AgentBorrower, to and of ▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President and Chief Counsel for Regulatory and Governmental Affairs for the effect set forth in Exhibit F hereto; (d) All legal matters incident to Borrower, each dated the date of this Agreement and the borrowings hereunder shall be satisfactory addressed to the Administrative Agent and the Lenders;, with respect to such matters relating to the Borrower and the Loan Documents as the Administrative Agent or any Lender may reasonably request. The Borrower hereby instructs such counsels to deliver such opinions to the Administrative Agent. (eii) The Evidence satisfactory to the Administrative Agent and set forth on Schedule 4.02(a)(ii) that the Borrower shall have received obtained all consents and approvals of, and shall have made all filings and registrations with, any Governmental Authority required in order to consummate the Transactions, in each case without the imposition of any condition which, in the judgment of the Lenders or the Administrative Agent, could adversely affect the rights or interests of the Lenders or the Administrative Agent under the Loan Documents. (iiii) a A copy of the certificate or articles of incorporationincorporation of the Borrower (as most recently amended and restated), including all amendments thereto, of each Obligor, certified as of a recent date by the Secretary of State of the state State of its organizationWashington. (iv) Certificates, and a certificate as to the good standing of each Obligor dated as of a recent date, from such Secretary the appropriate Governmental Authorities of State; the States of Washington, Idaho, Montana and Oregon as to the existence of the Borrower and qualification to do business in those states. (iiv) a A certificate of the Secretary or Assistant Secretary of each Obligor the Borrower dated the Closing Date date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the by-laws restated articles of such Obligor incorporation and the bylaws of the Borrower as in effect on the Closing Date date of this Agreement and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors of such Obligor the Borrower authorizing the execution, delivery and performance of the Loan Documents to which it is a party and (in the case of the Borrower) the borrowings hereunder, and that such resolutions have not been modified, rescinded, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Obligor the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing certification with respect thereto furnished pursuant to clause (iiii) above, and (D) as to the incumbency Credit Agreement ---------------- and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith therewith on behalf of such Obligor; the Borrower. (iiivi) a A certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iiv) above; and (iv) such other documents as the Administrative Agent or the Lenders may reasonably request;. (fvii) The Administrative Agent shall have received a A certificate, dated the Closing Date date of this Agreement and signed by a Financial Officer of the Parent GuarantorBorrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 3.01; and4.01. (gviii) The Administrative Agent shall have received all Fees To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower, in form and other amounts due and payable on or substance reasonably satisfactory to any Lender that requests such a Beneficial Ownership Certification prior to the Closing Date. (ix) This Agreement and any Notes requested by the Lenders for issuance on the date of this Agreement, duly executed and delivered by all parties thereto. (x) A letter agreement between the Borrower and KeyBank concerning the fees payable pursuant to Section 2.06(b), duly executed and delivered by the Borrower. (xi) Such other documents as the Administrative Agent or any Lender, or legal counsel to any of them, may reasonably request. (b) All fees payable by the Borrower to the Administrative Agent, the Lenders or any of their respective Affiliates on or prior to the date of this Agreement with respect to this Agreement, and all amounts payable by the Borrower pursuant to Section 10.05 for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in full or arrangements satisfactory to the Administrative Agent shall have been made to cause them to be paid in full. (c) The Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation, to the extent requested by the Administrative Agent or any Lender prior to the Closing Date. (d) All legal matters incident to the Loan Documents and the transactions contemplated thereby shall be reasonably satisfactory to the Administrative Agent, the Lenders and their respective legal counsel.

First Borrowing. On The obligations of the Closing DateBanks to make Loans on the date of the first Borrowing under this Agreement are subject to the satisfaction of the following conditions: (a) Each Lender shall have received a duly executed B Note and A Note; (b) The Administrative Agent shall have received a favorable written each of the following, in form and substance satisfactory to it: (i) An opinion of either ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the general counsel or the corporate secretary (provided that such corporate secretary is an attorney admitted to practice law, and is in good standing, in a jurisdiction within the United States of America) of the Parent GuarantorBorrower, dated the Closing Date date of this Agreement and addressed to the LendersAdministrative Agent and the Banks, with respect to such matters relating to the effect set forth in Exhibit E hereto, Borrower and the Parent Guarantor Loan Documents as the Administrative Agent or any Bank may reasonably request. The Borrower hereby instructs such counsel to deliver such opinion to the Administrative Agent;. (cii) The Administrative Agent shall have received a favorable written opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the Administrative Agent, to the effect set forth in Exhibit F hereto; (d) All legal matters incident to this Agreement and the borrowings hereunder shall be Evidence satisfactory to the Administrative Agent and set forth on Schedule 4.02(a)(ii) that the Lenders;Borrower shall have obtained all consents and approvals of, and shall have made all filings and registrations with, any Governmental Authority required in order to consummate the Transactions, in each case without the imposition of any condition which, in the judgment of the Banks, could adversely affect their rights or interests under the Loan Documents. (eiii) The Administrative Agent shall have received (i) a A copy of the certificate or articles of incorporation, including all amendments thereto, of each Obligorthe Borrower, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Obligor the Borrower as of a recent date, from such Secretary of State; . (iiiv) a A certificate of the Secretary or Assistant Secretary of each Obligor the Borrower dated the Closing Date date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the by-laws bylaws of such Obligor the Borrower as in effect on the Closing Date date of this Agreement and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors of such Obligor the Borrower authorizing the execution, delivery and performance of the Loan Documents to which it is a party and (in the case of the Borrower) the borrowings hereunder, and that such resolutions have not been modified, rescinded, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Obligor the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing certification with respect thereto furnished pursuant to clause (iiii) above, and (D) as to the incumbency Credit Agreement ---------------- and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith therewith on behalf of such Obligor; the Borrower. (iiiv) a A certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and clause (iv) such other documents as the Administrative Agent or the Lenders may reasonably request;above. (fvi) The Administrative Agent shall have received a A certificate, dated the Closing Date date of this Agreement and signed by a Financial Officer of the Parent GuarantorBorrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 3.01; and4.01. (gvii) The Evidence satisfactory to the Administrative Agent shall that this Agreement, the Supplemental Indenture, the Bond Delivery Agreement, the First Mortgage Bond and any Notes requested by the Banks for issuance on the date of this Agreement have received been executed and delivered by all Fees parties thereto. (viii) A copy of the First Mortgage, certified by the Secretary or Assistant Secretary of the Borrower. (ix) A copy of title insurance policy No. ▇▇▇ ▇▇▇▇▇-▇▇▇ issued by First American Title Insurance Company, together with copies of all endorsements thereto (including an endorsement extending the coverage of such policy to the Supplemental Indenture and the First Mortgage Bond), naming the trustee under the First Mortgage as the insured, insuring the Borrower’s title to the real property subject to the Lien of the First Mortgage, and the validity and first priority of the Lien of the First Mortgage (subject to Liens permitted to exist by the terms of the First Mortgage), in an amount not less than $785,000,000. (x) Such other amounts due and documents as the Administrative Agent, the Banks or their respective legal counsel may reasonably request. (b) All fees payable by the Borrower to the Administrative Agent, the “Co-Lead Arrangers” identified on the cover page of this Agreement, the Banks or any of their Affiliates on or prior to the Closing Datedate of this Agreement with respect to this Agreement, and all amounts payable by the Borrower pursuant to Section 10.05 for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in full or arrangements satisfactory to the Administrative Agent shall have been made to cause them to be paid in full concurrently with the disbursement of the proceeds of any Borrowing to be made on such date. (c) All legal matters incident to the Loan Documents and the transactions contemplated thereby shall be reasonably satisfactory to the Administrative Agent, the Banks and their respective legal counsel.

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed B Note and A Note; (b) The Administrative Agent and the Lenders shall have received received, on behalf of itself and the Lenders, a favorable written opinion of either the general counsel or the corporate secretary (provided that such corporate secretary is an attorney admitted to practice law, and is in good standing, in a jurisdiction within the United States of America) of the Parent Guarantor, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit E hereto, and the Parent Guarantor hereby instructs such counsel to deliver such opinion to the Administrative Agent; (c) The Administrative Agent shall have received a favorable written opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (i) dated the Closing Date, (ii) addressed to the Administrative AgentAgent and the Lenders, and (iii) covering such other matters relating to the effect set forth in Exhibit F hereto;Loan Documents, the Warrant Documents and the Transactions as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (db) All legal matters incident to this Agreement Agreement, the Borrowings and extensions of credit hereunder and the borrowings hereunder other Loan Documents shall be satisfactory to the Lenders and the Administrative Agent. (c) The Administrative Agent and the Lenders; (e) The Administrative Agent Lenders shall have received (i) a copy of the certificate or articles of incorporationincorporation (or the equivalent thereof), including all amendments thereto, of each ObligorLoan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Obligor Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Obligor Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or the equivalent thereof) of such Obligor Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or the equivalent thereof) duly adopted by the Board board of Directors directors (or the equivalent thereof) of such Obligor Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it such Person is a party and (and, in the case of the Borrower) , the borrowings hereunder, and that such resolutions (or the equivalent thereof) have not been modified, rescinded, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or the equivalent thereof) of such Obligor Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency Credit Agreement ---------------- and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such ObligorLoan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent or the Lenders may reasonably request;. (fd) The Administrative Agent and the Lenders shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Parent Guarantor, Borrower (i) confirming compliance with the conditions precedent set forth in paragraphs clauses (b) and (c) of Section 3.01; and4.01 and (ii) setting forth computations and other evidence, as applicable, in reasonable detail satisfactory to the Required Lenders of the Unrestricted Cash of the Loan Parties as of the Closing Date (calculated after giving pro forma effect to the Transactions occurring on the Closing Date). ||| 4134-8371-6675.14134-8371-6675 (ge) The Administrative Agent and the Lenders shall have received all Fees (including the Closing Upfront Fees and, solely as it related to the Administrative Agent, the Administrative Agent Fees) and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Administrative Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Administrative Agent and the Lenders shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Required Lender that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (h) [Reserved]. (i) The Administrative Agent and the Lenders shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which (i) shall be reasonably acceptable to the Required Lenders and (ii) except as otherwise agreed by the Required Lenders in their sole discretion, shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance reasonably satisfactory to the Required Lenders. (j) The Administrative Agent and the Lenders shall have received evidence (reasonably acceptable to the Required Lenders) that, as of the Closing Date and immediately after giving pro forma effect to the Transactions, the Unrestricted Cash shall be equal to at least $15,000,000. (k) The Borrower shall have delivered a VCOC Letter to any Lenders that has requested such VCOC Letter. (l) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent and the Lenders shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness other than (a) Indebtedness outstanding under this Agreement, and (b) Indebtedness set forth on Schedule 6.01. (m) The Lenders shall have received the financial statements and opinion referred to in Section 3.05. ||| 4134-8371-6675.14134-8371-6675 (n) The Administrative Agent and the Lenders shall have received a certificate from the chief financial officer of the Borrower certifying that immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan on the Closing Date and after giving effect to the application of the proceeds of each Loan on the Closing Date, (a) the fair value of the assets of the Loan Parties, on a consolidated basis, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Loan Parties, on a consolidated basis, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Loan Parties, on a consolidated basis, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Loan Parties, on a consolidated basis, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Closing Date. (i) The Warrants shall have been duly executed by the Borrower, shall be in full force and effect on the Closing Date and shall have been issued to the Warrant Investors in accordance with the terms thereof, (ii) each other Warrant Document shall have been duly executed by the Borrower and each other party thereto (if any) and shall be in full force and effect on the Closing Date, (iii) the Borrower has fully complied with or obtained appropriate consents or waivers with respect to any outstanding rights of first refusal, rights of first offer, pre-emptive rights or anti-dilution rights or redemption or repurchase rights with respect to the Warrants (and, if issued, the Equity Interests to be issued thereunder) acquired by the Warrant Investors and (iv) any Equity Interests in the Borrower contemplated by the Warrants shall have been authorized, issued and set-aside by the Borrower in such number as necessary for the future honoring of its obligations under the Warrants. (p) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (q) The Administrative Agent and the Lenders shall have received (i) to the extent requested, an executed Beneficial Ownership Certificate and (ii) to the extent requested at least five Business Days prior to the Closing Date, a properly completed and duly executed IRS Form W-9 (or other applicable tax form) from the Borrower and all other documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. ||| 4134-8371-6675.14134-8371-6675

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed B Note and A Note; (b) The Administrative Agent and the Lenders shall have received received, on behalf of itself and the Lenders, a favorable written opinion of either the general counsel or the corporate secretary (provided that such corporate secretary is an attorney admitted to practice law, and is in good standing, in a jurisdiction within the United States of America) of the Parent Guarantor, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit E hereto, and the Parent Guarantor hereby instructs such counsel to deliver such opinion to the Administrative Agent; (c) The Administrative Agent shall have received a favorable written opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (i) dated the Closing Date, (ii) addressed to the Administrative AgentAgent and the Lenders, and (iii) covering such other matters relating to the effect set forth in Exhibit F hereto;Loan Documents, the Warrant Documents and the Transactions as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (db) All legal matters incident to this Agreement Agreement, the Borrowings and extensions of credit hereunder and the borrowings hereunder other Loan Documents shall be satisfactory to the Lenders and the Administrative Agent. (c) The Administrative Agent and the Lenders; (e) The Administrative Agent Lenders shall have received (i) a copy of the certificate or articles of incorporationincorporation (or the equivalent thereof), including all amendments thereto, of each ObligorLoan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Obligor Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Obligor Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or the equivalent thereof) of such Obligor Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or the equivalent thereof) duly adopted by the Board board of Directors directors (or the equivalent thereof) of such Obligor Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it such Person is a party and (and, in the case of the ​ Borrower) , the borrowings hereunder, and that such resolutions (or the equivalent thereof) have not been modified, rescinded, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or the equivalent thereof) of such Obligor Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency Credit Agreement ---------------- and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such ObligorLoan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent or the Lenders may reasonably request;. (fd) The Administrative Agent and the Lenders shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Parent Guarantor, Borrower (i) confirming compliance with the conditions precedent set forth in paragraphs clauses (b) and (c) of Section 3.01; and4.01 and (ii) setting forth computations and other evidence, as applicable, in reasonable detail satisfactory to the Required Lenders of the Unrestricted Cash of the Loan Parties as of the Closing Date (calculated after giving pro forma effect to the Transactions occurring on the Closing Date). (ge) The Administrative Agent and the Lenders shall have received all Fees (including the Closing Upfront Fees and, solely as it related to the Administrative Agent, the Administrative Agent Fees) and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Administrative Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) The Administrative Agent and the Lenders shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Required Lender that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (h) [Reserved]. (i) The Administrative Agent and the Lenders shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which (i) shall be reasonably acceptable to the Required Lenders and (ii) except as otherwise agreed by the Required Lenders in their sole discretion, shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance reasonably satisfactory to the Required Lenders. (j) The Administrative Agent and the Lenders shall have received evidence (reasonably acceptable to the Required Lenders) that, as of the Closing Date and immediately after giving pro forma effect to the Transactions, the Unrestricted Cash shall be equal to at least $15,000,000. (k) The Borrower shall have delivered a VCOC Letter to any Lenders that has requested such VCOC Letter. (l) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent and the Lenders shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness other than (a) Indebtedness outstanding under this Agreement, and (b) Indebtedness set forth on Schedule 6.01. (m) The Lenders shall have received the financial statements and opinion referred to in Section 3.05. (n) The Administrative Agent and the Lenders shall have received a certificate from the chief financial officer of the Borrower certifying that immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan on the Closing Date and after giving effect to the application of the proceeds of each Loan on the Closing Date, (a) the fair value of the assets of the Loan Parties, on a consolidated basis, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Loan Parties, on a consolidated basis, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Loan Parties, on a consolidated basis, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Loan Parties, on a consolidated basis, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Closing Date. (i) The Warrants shall have been duly executed by the Borrower, shall be in full force and effect on the Closing Date and shall have been issued to the Warrant Investors in accordance with the terms thereof, (ii) each other Warrant Document shall have been duly executed by the Borrower and each other party thereto (if any) and shall be in full force and effect on the Closing Date, (iii) the Borrower has fully complied with or obtained appropriate consents or waivers with respect to any outstanding rights of first refusal, rights of first offer, pre-emptive rights or anti-dilution rights or redemption or repurchase rights with respect to the Warrants (and, if issued, the Equity Interests to be issued thereunder) acquired by the Warrant Investors and (iv) any Equity Interests in the Borrower contemplated by the Warrants shall have been authorized, issued and set-aside by the Borrower in such number as necessary for the future honoring of its obligations under the Warrants. (p) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (q) The Administrative Agent and the Lenders shall have received (i) to the extent requested, an executed Beneficial Ownership Certificate and (ii) to the extent requested at least five Business Days prior to the Closing Date, a properly completed and duly executed IRS Form W-9 (or other applicable tax form) from the Borrower and all other documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.