Common use of Initial Advance Clause in Contracts

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Agent shall have received the following for the account of the Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Agent, as secured party; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) the Agent and the Lenders shall have received the initial fees (if any) called for hereby; (c) the Agent shall have received a Y2K Questionnaire in form and substance acceptable to the Agent duly completed by the Company; (d) each Lender shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (e) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to the Lender and its counsel; and (i) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably request.

Initial Advance. At or prior Lenders will not be obligated to fund the making initial Loans hereunder, and L/C Issuer will not be obligated to issue the initial L/C hereunder, unless Administrative Agent has received each of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: items in clauses (a) the Agent shall have received the following for the account of the Lenders through (each to be properly executed and completedj) and the same shall conditions in clauses (k) and (l) have been approved satisfied (other than each item or condition, if any, listed on Schedule 6.1, which items or conditions are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 6.1): an executed counterpart of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower; With respect to any Lender requesting Notes pursuant to Section 3.1(a), each of the Notes, payable to the order of each applicable Lender, as to form contemplated in Section 3.1(a); a Guaranty executed by each Restricted Company (other than Borrower, any Restricted Company that is a Qualifying Metro District, and substance any Subsidiary of any Restricted Subsidiary that is a Qualifying Metro District), or for any Restricted Company which has previously executed a Guaranty, at Administrative Agent's election, a consent or ratification by such Restricted Company of its existing Guaranty; a Pledge Agreement (or at Administrative Agent's election, a ratification agreement) executed by the holder of the capital stock or other equity interests of each Restricted Company, pledging that capital stock or those interests, and a Pledge Agreement (or at Administrative Agent: 's election, a ratification agreement) executed by Borrower in respect of its interest in SSI; an Officers' Certificate for each Restricted Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency; Certificates of Existence and Good Standing (iAccount Status) the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the for each Restricted Company from its state of organization and each Subsidiaryother state where it does business, as debtoreach dated after May 1, in favor 2003; Legal opinions of the Agent▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, as secured party; (vi) the Agent shall have received evidence General Counsel of insurance required VRI, and ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special New York counsel to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement Borrower and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) the Agent and the Lenders shall have received the initial fees (if any) called for hereby; (c) the Agent shall have received a Y2K Questionnaire in form and substance acceptable to the Agent duly completed by the Company; (d) each Lender shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Restricted Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (e) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to Administrative Agent; one of the Lender and its counsel; and foregoing opinions shall include opinions confirming that (i) the Agent shall have received for Debt incurred under this Agreement and the account related Loan Papers (A) has been incurred or entered into in compliance with the requirements of the Lenders Senior Subordinated Debt Indentures, and (B) constitutes "Senior Debt" under the terms of the Senior Subordinated Debt Indentures, and (ii) this Agreement constitutes the "Credit Agreement" as such term is defined in the Senior Subordinated Debt Indentures. Borrower's audited consolidated and supplemental condensed consolidating Financial Statements for 2002, and unaudited consolidated and supplemental condensed consolidating Financial Statements for fiscal quarters ending October 31, 2002 and January 31, 2003; a certificate signed by a Responsible Officer certifying (i) that the conditions specified in Sections 6.2(c) and (d) have been satisfied, and (ii) that there has been no event or circumstance since July 31, 2002 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; payment of all fees payable on or prior to the Closing Date to Administrative Agent, any other agreementsAgent-Related Person, instrumentsor any Lender as provided for in Section 4; and unless waived by Administrative Agent, documentspayment in full of all Attorney Costs of Administrative Agent to the extent invoiced prior to or on the Closing Date, certificates plus such additional amounts of Attorney Costs as shall constitute Administrative Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and opinions as the Agent or the Lenders may reasonably requestAdministrative Agent).

Initial Advance. At or prior Lenders will not be obligated to fund the making initial Loans hereunder, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless Administrative Agent has received each of the initial extension items in clauses (a) through (k) below, each in form and substance satisfactory to Administrative Agent and each of credit hereunderthe Lenders, and the following conditions precedent shall also in clauses (l) and (m) below have been satisfied:satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) the Agent shall have received the following an executed counterpart of this Agreement, sufficient in number for the account of the Lenders (each distribution to be properly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured partyeach Lender, and ▇▇▇▇▇▇▇▇; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) (i) with respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to the Agent order of such requesting Revolver Lender, as contemplated in Section 3.1(a), and (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the Lenders shall have received the initial fees order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and (iii) if any) called for herebyrequested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) from any Restricted Company (other than Borrower) organized under the Agent shall have received Laws of the United States (or any state thereof) (i) that has not previously executed a Y2K Questionnaire in form and substance acceptable to the Agent duly completed Guaranty, a Guaranty executed by the such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company; (d) each Lender shall have received such evaluations and certifications as it may reasonably require from any Restricted Company organized under the Laws of the United States (including a Borrowing Base Certificate or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, North Star Subsidiaries and the lack Concessioner Subsidiaries), (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging the portion of material contingent liabilities such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of the Company and its SubsidiariesPledge Agreement executed by such Person; (e) the Agent shall have received financing statementan Officers’ Certificate for each Restricted Company, tax relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except incumbency, as permitted by Section 8.8 hereofapplicable; (f) the Agent shall have received pay-off Certificates of Existence and lien release letters Good Standing (Account Status) for each domestic Restricted Company from secured creditors its state of the Company and organization, each Subsidiary setting forth, among other things, the total amount dated as of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agenta recent date; (g) Legal opinions of ▇▇▇▇▇ ▇▇▇▇▇▇▇, Senior Counsel, Corporate Governance & Securities of VRI, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to request, each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to Administrative Agent; (h) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2017 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) with respect to any Lender that reasonably requests at least 5 days prior to the Closing Date, the Borrower shall have provided to such Lender, and its counselsuch Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 3 days prior to the Closing Date. (k) at least 5 days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower; (l) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and (im) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between ▇▇▇▇▇▇▇▇ and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received for notice from such Lender prior to the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably requestproposed Closing Date specifying its objection thereto.

Initial Advance. At The obligation of the Lenders to make any Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Agent, on or before the date thereof, of the following conditions precedent, save and except that Agent may, at its sole option, waive any one or more of the following conditions prior to the making Initial Advance but such waiver shall not prevent Agent from requiring compliance of such condition(s) prior to any subsequent Advance to the initial extension of credit hereunder, extent set forth in a supplemental agreement entered into between the following conditions precedent shall also have been satisfiedBorrower and Agent: (a) Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto and, shall be in full force and effect and shall be in form and substance satisfactory to each of the Lenders. (b) UCC, tax lien and judgment searches of the appropriate public records for the Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Agent or as permitted under this Agreement, or other than a Lien in favor of any Person which Lien shall be terminated in accordance with the provisions of this Agreement. (c) Agent shall have received from the following Borrower a copy, certified as of a recent date by the appropriate officer of the State in which such Person is organized to be true and complete, of the corporate charter and any other organization documents of such Person as in effect on such date of certification. The Borrower shall furnish evidence satisfactory to the Agent that they are each duly qualified and in good standing in each jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify, except where the failure to so qualify could not have a materially adverse effect on the business, assets, or financial condition of the Borrower. (d) Agent shall have received from the Borrower financial statements of the Borrower (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 2006 (the "Statement Date") and related statements of income, changes in stockholders' equity and cash flows for the account period ended on the Statement Date and a balance sheet as of March 31, 2007 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the Lenders statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Agent, together with an Officer Certificate prepared as of the Interim Date and executed by any officer of the Borrower. (each to be properly executed and completede) UCC financing statements naming the Borrower as debtor and the same Agent as secured party covering the Collateral shall have been approved as duly recorded and filed to form the satisfaction of Agent and its counsel. (f) Agent shall have received evidence, in form, scope and substance by and with such insurance carriers, satisfactory to the Agent:, for all insurance policies required under any of the Loan Documents. (ig) There shall be no pending or threatened litigation involving the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtorBorrower which, in favor the judgment of the Agent, as secured party; (vi) could have a material adverse effect on such Person or the Agent shall have received evidence ability of insurance required the Borrower to be maintained perform its obligations under the Loan DocumentsDocuments to which it is a party, naming and no judgment, order, injunction or other similar injunction or other similar restraint prohibiting any of the Agent as loss payee;transactions contemplated hereby shall exist. (viih) copies (executed or certifiedAll action on the part of the Borrower necessary for the valid execution, as may be appropriate) of all legal documents or proceedings taken in connection with delivery and performance by the execution and delivery Borrower of this Agreement and the other Loan Documents shall have been duly and effectively taken, and evidence thereof satisfactory to the extent Agent shall have been provided to the Agent. Agent or its counsel may reasonably request; andshall have received from the Borrower true copies of resolutions adopted by the their respective boards of directors authorizing the transactions described herein, each certified by each of their secretaries as of a recent date to be true and complete. (viiii) Agent shall have received from the Borrower an incumbency certificate containing certificate, dated as of the nameClosing Date, title signed by a duly authorized officer of the Borrower and genuine signatures giving the name and bearing a specimen signature of each individual who shall be an Authorized Representative: (a) to sign, in the name and on behalf of such Person, each of the Company's Authorized RepresentativesLoan Documents to which such Person is or is to become a party; (b) with respect to the Borrower, to make requests for Advances; and (c) to give notices and to take other action on behalf of the Borrower under the Loan Documents. (bj) the Agent and the Lenders shall have received the initial fees (if any) called for hereby; (c) the Agent shall have received a Y2K Questionnaire favorable written opinion of counsel to the Borrower, dated as of the Closing Date in form, scope, and substance satisfactory to the Agent, addressed to the Agent and the Lenders. (k) Copies of the certificates, documents or other written instruments that evidence the Borrower's eligibility described in Section 5.11, together with copies of all seller/servicer contracts to which the Borrower is a party, all in form and substance acceptable satisfactory to Agent. (l) Borrower shall have paid to the Agent duly completed by the Company; (d) each Lender shall have received such evaluations all fees and certifications as it may reasonably require (including a Borrowing Base Certificate in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order expenses required pursuant to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (e) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents Documents. (m) Borrower shall have provided such additional instruments and documents to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; Agent and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to the Lender and its counsel; and (i) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or and the Lenders Agent's counsel may have reasonably requestrequested.

Initial Advance. At The Lenders shall not be required to make the initial Advance hereunder, or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the making of Lenders and the initial extension of credit Administrative Agent hereunder, and (b) the following conditions precedent Borrower shall also have been satisfiedfurnished to the Administrative Agent the following: (a) the Agent shall have received the following The duly executed originals of this Agreement (with sufficient originals thereof for the account each of the Lenders (Lenders), the Notes payable to each of the Lenders, the Guaranty, the Security Documents and any other additional Loan Documents, provided that Borrower may defer the effective date of the Collateral Assignment relating to be properly the Pledged Equity Interests in the Partnership Interest Property known as Polaris Towne Center until the expiration of the advance notice period required under the Secured Indebtedness on such Partnership Interest Property, so long as Borrower has executed and completed) delivered to the Administrative Agent in escrow an executed but undated version of such Collateral Assignment and the same contributions of such Pledged Equity Interest to Collateral Pool LTV Amount and Adjusted Collateral Pool NOI shall have been approved as to form and substance by the Agent: (i) the Revolving Notesbe excluded until such Collateral Assignment has become effective; (iiA) Certificates of good standing for the Swing NoteLoan Parties and for each entity directly or indirectly owning a Partnership Interest Property from their states of organization, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date, and (B) foreign qualification certificates for the Loan Parties and for each entity directly or indirectly owning a Partnership Interest Property, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date, for each jurisdiction in which the executive offices of a Loan Party is located and each jurisdiction in which a Mortgage Property or Partnership Interest Property owned by such Loan Party or other entity is located; (iiic) Copies of the Security Agreementsformation documents (including code of regulations, if appropriate) of the Loan Parties and each entity directly or indirectly owning a Partnership Interest Property, certified by an officer of the Borrower or such other Loan Party or entity, as appropriate, together with all amendments thereto; (ivd) Incumbency certificates, executed by officers of the Guaranty AgreementLoan Parties, which shall identify by name and title and bear the signature of the Persons authorized to sign this Agreement and the additional Loan Documents and to make borrowings hereunder on behalf of such parties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Loan Party; (ve) UCC Financing Statements to be filed against the Company and each SubsidiaryCopies, as debtor, in favor certified by a Secretary or an Assistant Secretary of the applicable Loan Party, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, as secured party; (vi) with respect to the Agent shall have received evidence of insurance required to be maintained under Borrower, and the Loan Documentsexecution, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution delivery and delivery performance of this Agreement and the other additional Loan Documents to be executed and delivered by the applicable Loan Party; (f) A written opinion of the Loan Parties’ counsel, addressed to the Lenders in substantially the form of Exhibit E hereto or such other form as the Administrative Agent may reasonably approve; (g) A certificate, signed by an Authorized Officer of the Borrower, stating that on the Agreement Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been no Material Adverse Effect and that all representations and warranties of the Borrower are true and correct in all material respects as of the Agreement Effective Date, provided that such certificate is in fact true and correct; (h) The most recent financial statements of the Borrower and the Parent Entities; (i) UCC financing statement searches with respect to the Borrower and each of the other Loan Parties from the state of its organization; (j) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) A pro forma compliance certificate in the form of Exhibit A, utilizing the new covenants established herein and executed by the Borrower’s chief financial officer or chief operating officer; (l) Evidence that all fees due to each of the Lenders with respect to this Agreement have been paid; (m) Copies of a certified rent roll, leasing activity reports, tenant sales reports (if applicable), Major Leases, operating statements, title insurance commitments, surveys (which may be existing surveys accompanied by a certificate of no change from Borrower, if applicable), Appraisals for the Mortgage Properties dated not more than six (6) months prior to the Agreement Effective Date, a recent property condition report, flood zone determination (if not indicated on survey) and most recent engineering and “phase I” environmental assessments with respect to each Mortgage Property, estoppel certificates and subordination, non-disturbance and attornment agreements for Major Leases with respect to each Mortgage Property (in a form reasonably satisfactory to the Administrative Agent and to the extent available after reasonable collection efforts), together with insurance certificates satisfying the requirements of Section 5.16 below, and such other due diligence materials as the Administrative Agent shall reasonably require for each such Mortgage Property or Partnership Interest Property, in addition to a written opinion of the Borrower’s counsel (or a designated local counsel in the jurisdiction of the Mortgage Property) addressed to the Lenders in a form reasonably satisfactory to the Administrative Agent regarding each Security Document; (n) Evidence that each of the Mortgages has been recorded and the applicable title company has committed to issue a title insurance policy insuring such Mortgage in an amount and form, and with such coverages and endorsements, as are all reasonably satisfactory to the Administrative Agent; (o) Evidence in the form of an escrow and related undertakings from a title insurance company satisfactory to the Administrative Agent that all Indebtedness secured by the initial Collateral Pool Properties immediately prior to the Agreement Effective Date shall be repaid in full from the proceeds of the initial Advance hereunder. (p) Evidence satisfactory of the Administrative Agent of payment in full of all amounts due to any lenders under the Original Credit Agreement which are not continuing as Lenders hereunder and of acceptance by them of the termination of their commitments thereunder. (q) Such other documents as the Administrative Agent or its counsel may have reasonably request; and (viii) an incumbency certificate containing requested, the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) the Agent and the Lenders shall have received the initial fees (if any) called for hereby; (c) the Agent shall have received a Y2K Questionnaire in form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel. Upon satisfaction of the foregoing conditions precedent and the funding of the initial Advance, the Administrative Agent duly completed by shall execute and deliver to Borrower a release of any security interests created pursuant to any “Collateral Assignments” not continuing in effect hereunder or the Company; “Account Pledge Agreement” (d) each Lender shall have received as such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate terms are defined in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Original Credit Agreement) in order to satisfy itself as to the value and terminations of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (e) the Agent shall have received any related UCC financing statement, tax and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to the Lender and its counsel; and (i) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably requeststatements.

Initial Advance. At The obligation of the Lenders to make any Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Agent, on or before the date thereof, of the following conditions precedent, save and except that Agent may, at its sole option, waive any one or more of the following conditions prior to the making Initial Advance but such waiver shall not prevent Agent from requiring compliance of such condition(s) prior to any subsequent Advance to the initial extension of credit hereunder, extent set forth in a supplemental agreement entered into between the following conditions precedent shall also have been satisfiedBorrower and Agent: (a) Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto and, shall be in full force and effect and shall be in form and substance satisfactory to each of the Lenders. (b) UCC, tax lien and judgment searches of the appropriate public records for the Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Agent or as permitted under this Agreement, or other than a Lien in favor of any Person which Lien shall be terminated in accordance with the provisions of this Agreement. (c) Agent shall have received from the following for Borrower a copy, certified as of a recent date by the account appropriate officer of the Lenders (each State in which such Person is organized to be properly executed true and completed) complete, of the corporate charter and any other organization documents of such Person as in effect on such date of certification. The Borrower shall furnish evidence satisfactory to the same shall Agent that they are each duly qualified and in good standing in each jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify, except where the failure to so qualify could not have been approved as to form and substance by a materially adverse effect on the Agent:business, assets, or financial condition of the Borrower. (id) the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Agent, as secured party; (vi) the Agent shall have received evidence from the Borrower financial statements of the Borrower (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 2007 (the “Statement Date”) and related statements of income, changes in stockholders’ equity and cash flows for the period ended on the Statement Date and a balance sheet as of March 31, 2008 (“Interim Date”) and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Agent, together with an Officer Certificate prepared as of the Interim Date and executed by any officer of the Borrower. (e) UCC financing statements naming the Borrower as debtor and the Agent as secured party covering the Collateral shall have been duly recorded and filed to the satisfaction of Agent and its counsel. (f) Agent shall have received evidence, in form, scope and substance and with such insurance carriers, satisfactory to the Agent, for all insurance policies required to be maintained under any of the Loan Documents, naming the Agent as loss payee;. (viig) copies There shall be no pending or threatened litigation involving the Borrower which could reasonably be expected to result in a Material Adverse Change, and no judgment, order, injunction or other similar injunction or other similar restraint prohibiting any of the transactions contemplated hereby shall exist. (executed or certifiedh) All action on the part of the Borrower necessary for the valid execution, as may be appropriate) of all legal documents or proceedings taken in connection with delivery and performance by the execution and delivery Borrower of this Agreement and the other Loan Documents shall have been duly and effectively taken, and evidence thereof satisfactory to the extent Agent shall have been provided to the Agent. Agent or its counsel may reasonably request; andshall have received from the Borrower true copies of resolutions adopted by the their respective boards of directors authorizing the transactions described herein, each certified by each of their secretaries as of a recent date to be true and complete. (viiii) Agent shall have received from the Borrower an incumbency certificate containing certificate, dated as of the nameClosing Date, title signed by a duly authorized officer of the Borrower and genuine signatures giving the name and bearing a specimen signature of each individual who shall be an Authorized Representative: (a) to sign, in the name and on behalf of such Person, each of the Company's Authorized RepresentativesLoan Documents to which such Person is or is to become a party; (b) with respect to the Borrower, to make requests for Advances; and (c) to give Notices and to take other action on behalf of the Borrower under the Loan Documents. (bj) the Agent and the Lenders shall have received the initial fees (if any) called for hereby; (c) the Agent shall have received a Y2K Questionnaire favorable written opinion of counsel to the Borrower, dated as of the Closing Date in form, scope, and substance satisfactory to the Agent, addressed to the Agent and the Lenders. (k) Copies of the certificates, documents or other written instruments that evidence the Borrower’s eligibility described in Section 5.11, together with copies of all seller/servicer contracts to which the Borrower is a party, all in form and substance acceptable satisfactory to Agent. (l) Borrower shall have paid to the Agent duly completed by the Company; (d) each Lender shall have received such evaluations all fees and certifications as it may reasonably require (including a Borrowing Base Certificate in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order expenses required pursuant to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (e) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents. (m) The Agent shall be satisfied that (i) the Borrower has obtained all material and appropriate authorizations and approvals of all governmental authorities (including, without limitation, any approvals required by any of F▇▇▇▇▇ M▇▇, FHA, F▇▇▇▇▇▇ Mac, G▇▇▇▇▇ M▇▇, HUD), required for the due execution, delivery and performance by the Borrower of each of the Loan Documents and to for the perfection of or the exercise by the Agent and each Lender of their respective rights and remedies under the Loan Documents, and (ii) all transactions contemplated hereby shall be satisfactory to each Lender and its counsel; in material compliance with, and the Agent Borrower shall have received for obtained all material and appropriate approvals pertaining to, all applicable laws, rules, regulations and orders, including, without limitation, all governmental, environmental, ERISA, retiree health benefits, workers’ compensation and other requirements, regulations and laws and shall not contravene any charter, by-law, debt instrument or other material contact or agreement to which Borrower is a party. (n) No Material Adverse Change shall have occurred since the account of Statement Date and the Interim Date. (o) Borrower shall have provided such additional instruments and documents to the Agent and the Lenders the written opinion of counsel for the Company in form and substance satisfactory to the Lender and its counsel; and (i) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or and the Lenders Agent’s counsel may have reasonably requestrequested.

Initial Advance. At or prior The obligation of the Banks to make the initial Advance is subject to the making satisfaction, in the sole discretion of the initial extension Banks, on or before the date thereof of credit hereunder, the following conditions precedent shall also have been satisfiedprecedent: (a) the Agent The Banks shall have received the following for the account counterparts of the Lenders (each to following, all of which must be properly executed and completed) and the same shall have been approved as to satisfactory in form and substance by content to the Agent, in its sole discretion: (i1) the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Agent, as secured party; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (The Notes duly executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) the Agent and the Lenders shall have received the initial fees (if any) called for hereby; (c) the Agent shall have received a Y2K Questionnaire in form and substance acceptable to the Agent duly completed by the Company; (d2) each Lender shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate The Guarantees, in the form attached hereto as Exhibit FB, containing calculations duly executed by the Guarantors; (3) Certified copies of the Borrowing Base Company's articles of incorporation and compliance calculations bylaws, and certificates of good standing dated no less recently than three (3) months prior to the date of the initial Advance; (4) A written opinion of counsel to the Company and the Guarantors (or of separate counsel at the option of the Company and the Guarantors) in form and content satisfactory to the Banks, dated as of, or prior to, the date of the initial Advance, addressed to the Banks and the Agent, substantially in the form attached hereto as Exhibit I. (5) An original resolution of the board of directors of each of PMC and RF Properties, certified as of the date of the initial Advance by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the Notes, and all other instruments or documents to be delivered by the Company pursuant to this Agreement; (6) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the Notes and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Agent being entitled to rely thereon until a new such certificate has been furnished to the Banks); (7) Original independently audited financial covenants statements of the Company (and their Subsidiaries, on a consolidated basis) for the most recent fiscal year end containing a balance sheet and related statements of income and retained earnings (the "Statement Date") and changes in financial position for the period ended on the Statement Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and acceptable to the Banks; (8) Financial statements of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance; (9) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Agent; (10) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Agent, showing compliance by the Company as of the date of the initial Advance with the related provisions of Section 6.8 hereof; (11) With respect to each Advance, a copy of irrevocable instructions to the Investor stating that payment for the Mortgage Loan will be remitted to the Banks in the form of Exhibit J; (12) A power of attorney in the form of Exhibit K; and (13) A Master Bailee Agreement for Foreclosure Loans in the form of Exhibit L. (b) At the sole discretion of the Banks, the Banks may require any director, officer or shareholder of the Company, all Affiliates of the Company or of any Subsidiary of the Company, and each of the Guarantors, to whom or to any of whom the Company shall be indebted as of the date of this Agreement) , to execute a Subordination of Debt Agreement, in order to satisfy itself as to the value form of Exhibit F hereto; and the CollateralBanks shall have received an executed copy of said Subordination of Debt Agreement, certified by the financial condition corporate secretary of the Company to be true and its Subsidiaries, complete and the lack of material contingent liabilities in full force and effect as of the Company and its Subsidiaries; (e) the Agent shall have received financing statement, tax and judgment lien search results against the Property date of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to the Lender and its counsel; and (i) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably requestAdvance.

Initial Advance. At or prior to Notwithstanding any other provisions of --------------- this Agreement and without affecting in any manner the making rights of the initial extension of credit Lender hereunder, the Borrower shall have no rights under this Agreement (but shall have all applicable obligations hereunder), and the Lender shall not be obligated to make any Advances or incur Letter of Credit Obligations, or to take, fulfill, or perform any other action hereunder, until the following conditions precedent shall also have been satisfied, in the Lender's sole discretion, or waived in writing by the Lender: (a) the Agent shall have received the following for the account of the Lenders (each to be properly executed and completed) and the same This Agreement or counterparts thereof shall have been approved as to form duly executed by, and substance by delivered to, the Agent: (i) the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Agent, as secured party; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement Lender and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized RepresentativesBorrower. (b) the Agent and the Lenders shall have received the initial fees (if any) called for hereby; (c) the Agent shall have received a Y2K Questionnaire in form and substance acceptable to the Agent duly completed by the Company; (d) each The Lender shall have received such evaluations documents, instruments and certifications agreements as it may reasonably require (including a Borrowing Base Certificate the Lender shall request in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (e) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to connection with the transactions contemplated hereby shall be satisfactory to by this Agreement, including all documents, instruments, agreements listed in the Schedule of Documents, each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to the Lender. (c) Evidence, satisfactory to the Lender, that the Borrower and each of its Subsidiaries has obtained consents and acknowledgments of all Persons whose consents and acknowledgments may be required, including, but not limited to, all requisite Governmental Authorities, to the terms, and to the execution and delivery, of this Agreement, the Loan Documents and the consummation of the transactions contemplated hereby and thereby. (d) Evidence satisfactory to the Lender that the insurance policies provided for in Section 4.26 and Schedule "4.26" are in full force and effect, ------------ --------------- together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as appropriate, in favor of the Lender and its counsel; andin form and substance satisfactory to the Lender. (ie) Payment by the Agent shall have received for the account Borrower of the Lenders such other agreements, instruments, documents, certificates Closing Fee and opinions as the Agent or the Lenders may reasonably requestall Transaction Expenses.

Initial Advance. At On or prior to the making of Closing Date, Borrower shall have delivered to Agent the initial extension of credit hereunder, the following conditions precedent shall also have been satisfiedfollowing: (a) the Agent shall have received the following for the account executed copies of the Lenders Loan Documents (each other than the Warrant, which shall be an original), Account Control Agreements, and all other documents and instruments reasonably required by Agent to be properly executed effectuate the transactions contemplated hereby or to create and completed) and perfect the same shall have been approved as Liens of Agent with respect to all Collateral, in all cases in form and substance by the reasonably acceptable to Agent:; (b) certified copy of resolutions of Borrower’s Board evidencing approval of (i) the Revolving Notes; Loan and other transactions evidenced by the Loan Documents; and (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company Warrant and each Subsidiary, as debtor, in favor of the Agent, as secured party; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) the Agent and the Lenders shall have received the initial fees (if any) called for herebytransactions evidenced thereby; (c) certified copies of the Agent shall have received a Y2K Questionnaire in form Certificate of Incorporation and substance acceptable to the Agent duly completed by Bylaws, as amended through the CompanyClosing Date, of Borrower; (d) each Lender shall a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its SubsidiariesMaterial Adverse Effect; (e) evidence that the Agent Loan and Security Agreement dated as of December 21, 2015, by and among Borrower, Titan Multi-Strategy Fund I, Ltd. and the investors listed on Annex A thereto, together with all documents and agreements executed in connection therewith, shall have received financing statement, tax been terminated and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereofall amounts thereunder shall have been paid in full; (f) evidence that (i) the Agent shall Lien securing Indebtedness owed by Borrower to Titan Multi-Strategy Fund I, Ltd. (Security Agent) will be terminated and (ii) the documents and/or filings evidencing the perfection of such Lien, including without limitation any financing statements and/or control agreements, have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agentbeen terminated; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense;the Due Diligence Fee, the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to the Lender and its counsel; and (i) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions documents as the Agent or the Lenders may reasonably request.

Initial Advance. At The Lenders shall not be required to make the initial Advance hereunder, or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the making of Lenders and the initial extension of credit Administrative Agent hereunder, and (b) the following conditions precedent Borrower shall also have been satisfiedfurnished to the Administrative Agent the following: (a) the Agent shall have received the following The duly executed originals of this Agreement (with sufficient originals thereof for the account each of the Lenders (Lenders), the Notes payable to each of the Lenders, the Guaranty, the Security Documents and any other additional Loan Documents, provided that Borrower may defer the effective date of the Collateral Assignment relating to be properly the Pledged Equity Interests in the Partnership Interest Property known as Polaris Towne Center until the expiration of the advance notice period required under the Secured Indebtedness on such Partnership Interest Property, so long as Borrower has executed and completed) delivered to the Administrative Agent in escrow an executed but undated version of such Collateral Assignment and the same contributions of such Pledged Equity Interest to Collateral Pool LTV Amount and Adjusted Collateral Pool NOI shall have been approved as to form and substance by the Agent: (i) the Revolving Notesbe excluded until such Collateral Assignment has become effective; (iiA) Certificates of good standing for the Swing NoteLoan Parties and for each entity directly or indirectly owning a Partnership Interest Property from their states of organization, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date, and (B) foreign qualification certificates for the Loan Parties and for each entity directly or indirectly owning a Partnership Interest Property, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date, for each jurisdiction in which the executive offices of a Loan Party is located and each jurisdiction in which a Mortgage Property or Partnership Interest Property owned by such Loan Party or other entity is located; (iiic) Copies of the Security Agreementsformation documents (including code of regulations, if appropriate) of the Loan Parties and each entity directly or indirectly owning a Partnership Interest Property, certified by an officer of the Borrower or such other Loan Party or entity, as appropriate, together with all amendments thereto; (ivd) Incumbency certificates, executed by officers of the Guaranty AgreementLoan Parties, which shall identify by name and title and bear the signature of the Persons authorized to sign this Agreement and the additional Loan Documents and to make borrowings hereunder on behalf of such parties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Loan Party; (ve) UCC Financing Statements to be filed against the Company and each SubsidiaryCopies, as debtor, in favor certified by a Secretary or an Assistant Secretary of the applicable Loan Party, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, as secured party; (vi) with respect to the Agent shall have received evidence of insurance required to be maintained under Borrower, and the Loan Documentsexecution, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution delivery and delivery performance of this Agreement and the other additional Loan Documents to be executed and delivered by the applicable Loan Party; (f) A written opinion of the Loan Parties’ counsel, addressed to the Lenders in substantially the form of Exhibit E hereto or such other form as the Administrative Agent may reasonably approve; (g) A certificate, signed by an Authorized Officer of the Borrower, stating that on the Agreement Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been no Material Adverse Effect and that all representations and warranties of the Borrower are true and correct in all material respects as of the Agreement Effective Date, provided that such certificate is in fact true and correct; (h) The most recent financial statements of the Borrower and the Parent Entities; (i) UCC financing statement searches with respect to the Borrower and each of the other Loan Parties from the state of its organization; (j) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) A pro forma compliance certificate in the form of Exhibit A, utilizing the new covenants established herein and executed by the Borrower’s chief financial officer or chief operating officer; (l) Evidence that all fees due to each of the Lenders with respect to this Agreement have been paid; (m) Copies of a certified rent roll, leasing activity reports, tenant sales reports (if applicable), Major Leases, operating statements, title insurance commitments, surveys (which may be existing surveys accompanied by a certificate of no change from Borrower, if applicable), Appraisals for the Mortgage Properties dated not more than six (6) months prior to the Agreement Effective Date, a recent property condition report, flood zone determination (if not indicated on survey) and most recent engineering and “phase I” environmental assessments with respect to each Mortgage Property, estoppel certificates and subordination, non-disturbance and attornment agreements for Major Leases with respect to each Mortgage Property (in a form reasonably satisfactory to the Administrative Agent and to the extent available after reasonable collection efforts), together with insurance certificates satisfying the requirements of Section 5.16 below, and such other due diligence materials as the Administrative Agent shall reasonably require for each such Mortgage Property or Partnership Interest Property, in addition to a written opinion of the Borrower’s counsel (or a designated local counsel in the jurisdiction of the Mortgage Property) addressed to the Lenders in a form reasonably satisfactory to the Administrative Agent regarding each Security Document; (n) Evidence that each of the Mortgages has been recorded and the applicable title company has committed to issue a title insurance policy insuring such Mortgage in an amount and form, and with such coverages and endorsements, as are all reasonably satisfactory to the Administrative Agent; (o) Evidence in the form of an escrow and related undertakings from a title insurance company satisfactory to the Administrative Agent that all Indebtedness secured by the initial Collateral Pool Properties immediately prior to the Agreement Effective Date shall be repaid in full from the proceeds of the initial Advance hereunder. (p) Evidence satisfactory of the Administrative Agent of payment in full of all amounts due to any lenders under the Original Credit Agreement which are not continuing as Lenders hereunder. (q) Such other documents as the Administrative Agent or its counsel may have reasonably request; and (viii) an incumbency certificate containing requested, the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) the Agent and the Lenders shall have received the initial fees (if any) called for hereby; (c) the Agent shall have received a Y2K Questionnaire in form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel. Upon satisfaction of the foregoing conditions precedent and the funding of the initial Advance, the Administrative Agent duly completed by shall execute and deliver to Borrower a release of any security interests created pursuant to any “Collateral Assignments” not continuing in effect hereunder or the Company; “Account Pledge Agreement” (d) each Lender shall have received as such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate terms are defined in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Original Credit Agreement) in order to satisfy itself as to the value and terminations of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (e) the Agent shall have received any related UCC financing statement, tax and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to the Lender and its counsel; and (i) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably requeststatements.

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Agent Bank shall have received the following for the account of the Lenders (and, with respect to all documents, each to be properly executed and completed) and the same shall have been approved as to form and substance by the AgentBank: (i) the Revolving NotesNote; (ii) the Swing NoteGuaranty; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Agent, as secured party; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, certified as may be appropriate) of all legal documents resolutions of the Board of Directors or proceedings taken in connection with other governing body of the execution Borrower and delivery of this Agreement each Subsidiary Guarantor authorizing the execution, delivery, and performance of the other Loan Documents Documents; (iv) articles of incorporation (or equivalent formation documents) of the Borrower and of each Subsidiary Guarantor certified by the appropriate governmental office of the state of its organization; (v) by-laws (or equivalent governing documents) for the Borrower and for each Subsidiary Guarantor certified by an appropriate officer of such Person acceptable to the extent the Agent or its counsel may reasonably request; andBank; (viiivi) an incumbency certificate containing the name, title and genuine signatures of each signature of the CompanyBorrower's Authorized Representatives.; and (vii) a good standing certificate for the Borrower and each Subsidiary, dated as of a date no earlier than 45 days prior to the date hereof, from the appropriate governmental offices in the state of its incorporation or organization and in each state in the United States in which it is qualified to do business as a foreign organization; (b) the Agent and the Lenders Bank shall have received the initial fees (if anyclosing fee specified in Section 2.13(c) called for herebyhereof; (c) the Agent shall have received a Y2K Questionnaire in form and substance acceptable legal matters incident to the Agent duly completed by execution and delivery of the CompanyLoan Documents and to the transactions contemplated hereby shall be satisfactory to the Bank and its counsel; (d) each Lender shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (e) the Agent Bank shall have received financing statement, tax and judgment lien search results against the Property of the Company Borrower and each Subsidiary its Subsidiaries, evidencing the absence of Liens on its their Property except as permitted by Section 8.8 6.11 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to the Lender and its counsel; and (ie) the Agent Bank shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders Bank may reasonably request.

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Agent Bank shall have received the following for the account of the Lenders (and, with respect to all documents, each to be properly executed and completed) and the same shall have been approved as to form and substance by the AgentBank: (i) the Revolving NotesNote; (ii) the Swing NoteGuaranty; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Agent, as secured party; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, certified as may be appropriate) of all legal documents resolutions of the Board of Directors or proceedings taken in connection with other governing body of the execution Borrower and delivery of this Agreement each Subsidiary Guarantor authorizing the execution, delivery, and performance of the other Loan Documents Documents; (iv) articles of incorporation (or equivalent formation documents) of the Borrower and of each Subsidiary Guarantor certified by the appropriate governmental office of the state of its organization; (v) by-laws (or equivalent governing documents) for the Borrower and for each Subsidiary Guarantor certified by an appropriate officer of such Person acceptable to the extent the Agent or its counsel may reasonably request; andBank; (viiivi) an incumbency certificate containing the name, title and genuine signatures of each signature of the CompanyBorrower's Authorized Representatives.; and (vii) a good standing certificate for the Borrower and each Subsidiary, dated as of a date no earlier than 30 days prior to the date hereof, from the appropriate governmental offices in the state of its incorporation or organization and in each state in the United States in which it is qualified to do business as a foreign organization; (b) the Agent and the Lenders Bank shall have received the initial closing fees (if anyspecified in Section 2.13(c) called for herebyhereof; (c) the Agent Bank shall have received a Y2K Questionnaire in form and substance acceptable to the Agent duly completed by the CompanyIntercreditor Agreement; (d) each Lender the Bank shall have received such evaluations valuations and certifications as it may reasonably require (including a Borrowing Base Certificate in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Company Borrower and its Subsidiaries; (e) legal matters incident to the Agent execution and delivery of the Loan Documents and to the transactions contemplated hereby shall be satisfactory to the Bank and its counsel; (f) the Bank shall have received financing statement, tax and judgment lien search results against the Property of the Company Borrower and each Subsidiary its Subsidiaries, evidencing the absence of Liens on its their Property except as permitted by Section 8.8 6.11 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent;; and (g) the Agent Bank shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to the Lender and its counsel; and (i) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders Bank may reasonably request.

Initial Advance. At or prior The Lender shall have no obligation to make the initial Advance to the making Borrower hereunder unless, as of the date of the initial extension Advance, each of credit hereunder, the following conditions precedent shall also have been satisfiedbe met to the reasonable satisfaction of Lender as provided below: (a) All legal matters incident to the Agent consummation of the transactions hereby contemplated shall have received the following be reasonably satisfactory to counsel for the account of Lender and to such local counsel as counsel for the Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Agent, as secured party; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, as Lender may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representativesretain. (b) the Agent and the Lenders There shall have received the initial fees (if any) called for hereby; (c) the Agent shall have received a Y2K Questionnaire in form and substance acceptable to the Agent duly completed by the Company; (d) each Lender shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (e) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be been delivered to the Agent UCC termination statements Lender, fully completed and any other lien release instruments necessary to release their Liens on duly executed (when applicable), the assets of the Company and each Subsidiaryfollowing, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to the Lender and its counsel; and: (i) This Agreement and the Agent shall have received for the account Note; (A) a copy of the Lenders certificate or articles of incorporation, including all amendments thereto, of the 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 the Borrower as of a recent date, from such Secretary of State; (B) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Effective Date and certifying (i) that attached thereto is a true and complete copy of the by-laws of the Borrower as in effect on the date hereof, and at all times since a date prior to the date of the resolutions described in clause (ii) below, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Agreement and the borrowings hereunder, and that such resolutions have not been modified, rescinded, or amended and are in full force and effect, (iii) that the certificate or articles of incorporation of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (A) above, and (iv) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Borrower; (C) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (B) above; and (D) such other agreements, instruments, documents, certificates and opinions documents as the Agent or the Lenders Lender may reasonably request; (iii) a favorable written opinion from Borrower's general counsel, addressed to Lender, dated as of even date herewith, addressing such legal matters as the Lender or its counsel shall reasonably require. (iv) satisfactory evidence that the Applicable Rating Level is Investment Grade or higher. (v) true and correct copies of all certificates, authorizations and consents, evidencing all Government Approvals, necessary for the execution, delivery or performance by the Borrower of this Agreement and the Note. (vi) payment in full of the Borrower's payment obligations to Lender under that certain Competitive Advance and Revolving Credit Facility Agreement dated October 27, 2000 between Borrower and The Chase Manhattan Bank as Administrative Agent for certain Lenders (the "Chase Credit Facility") and the complete release of Lender from its obligations under the Chase Credit Facility.

Initial Advance. At or prior to the making time of the initial extension of credit Loans or other financial accommodation hereunder, the following conditions precedent shall also have been satisfied: (a) the Agent shall have received the following for the account of the Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Revolving Credit Notes; (ii) the Swing NoteGuaranties; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Agent, as secured party; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, certified as may be appropriate) of all legal documents or proceedings taken in connection with resolutions of the execution Board of Directors of the Company and each Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; andwhich it is a party and all other documents relating thereto; (viiiiv) an incumbency certificate containing the name, title and genuine signatures of each signature of the Company's Authorized Representatives. (b) the Agent Representatives and the Lenders shall have received the initial fees (if any) called for herebyeach authorized signatory of each Subsidiary; (cv) a good standing certificate for the Agent shall have received Company and each Subsidiary, dated as of a Y2K Questionnaire date no earlier than 30 days prior to the date hereof, from the appropriate governmental offices in the state of its incorporation and in each state in which it is qualified to do business as a foreign corporation; (vi) articles of incorporation and by-laws for the Company and each Subsidiary certified by such Person's corporate Secretary or other appropriate officer acceptable to the Agent; and (vii) a pay-off letter from each lender to the Company and its Subsidiaries whose debt is being satisfied out of the initial Borrowing hereunder, each pay-off letter to be in form and substance acceptable reasonably satisfactory to the Agent duly completed by (without limiting the Company; (d) foregoing, each Lender such pay-off letter shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate in the form attached hereto as Exhibit F, containing calculations contain an undertaking of the Borrowing Base relevant lender to execute and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself as deliver to the value Agent all necessary UCC termination statements and other lien release documents necessary to release all liens and security interests filed in favor of such lender against the Collateral, the financial condition property of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries;). (eb) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) all legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory acceptable to each Lender the Lenders and its their counsel; , and the Agent shall have received for the account of the Lenders the favorable written opinion of counsel for to the Company and its Subsidiaries, in the form and substance satisfactory of Exhibit E hereto or in such other form as is reasonably acceptable to the Lender Agent and its counsel; (c) the Agent shall have received for itself and for the Lenders the initial fees, if any, called for hereby; (d) the Company shall have delivered to each of the Lenders a Compliance Certificate substantially in the form attached hereto as Exhibit D showing compliance with the financial covenants set forth in Sections 7.7, 7.8 and 7.9 hereto as of December 31, 1996, and a pro forma Compliance Certificate substantially in the form attached hereto as Exhibit D showing compliance with the financial covenants set forth in Sections 7.7, 7.8 and 7.9 hereof after giving effect to the Creative Concepts Acquisition; and (ie) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably request.

Initial Advance. At or prior Lenders will not be obligated to fund the making initial Loans hereunder, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless Administrative Agent has received each of the initial extension items in clauses (a) through (i) below, each in form and substance satisfactory to Administrative Agent and each of credit hereunderthe Lenders, and the following conditions precedent shall also in clauses (j) and (k) below have been satisfied:satisfied (other than each item or condition listed on Schedule 7.1, which items or conditions are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) the Agent shall have received the following an executed counterpart of this Agreement, sufficient in number for the account of the Lenders (each distribution to be properly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured partyeach Lender, and Borrower; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) with respect to any Lender requesting a Note pursuant to Section 3.1(a), a Revolver Note, payable to the Agent order of such requesting Lender, as contemplated in Section 3.1(a), and the Lenders shall have received the initial fees (if any) called for herebyrequested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) from any Restricted Company (other than Borrower) organized under the Agent shall have received Laws of the United States (or any state thereof) (i) that has not previously executed a Y2K Questionnaire in form and substance acceptable to the Agent duly completed Guaranty, a Guaranty executed by the such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company; (d) each Lender shall have received such evaluations and certifications as it may reasonably require from any Restricted Company organized under the Laws of the United States (including a Borrowing Base Certificate or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the form attached hereto as Exhibit FNorthstar Subsidiaries and Grand Teton Lodge Company), containing calculations (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging the portion of the Borrowing Base and compliance calculations such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its SubsidiariesPledge Agreement executed by such Person; (e) the Agent shall have received financing statementan Officers’ Certificate for each Restricted Company, tax relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereofincumbency; (f) the Agent shall have received pay-off Certificates of Existence and lien release letters Good Standing (Account Status) for each Restricted Company from secured creditors its state of the Company organization and each Subsidiary setting forthother state where it does business, among other thingseach dated after January 1, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent2011; (g) Legal opinions of F▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel of VRI, G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to request, each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to Administrative Agent; one of the foregoing opinions shall include opinions confirming that (i) the Debt incurred under this Agreement and the related Loan Papers (A) has been incurred or entered into in compliance with the requirements of the VRI Senior Subordinated Indenture, and (B) constitutes “Senior Debt” under the terms of the VRI Senior Subordinated Indenture, and (ii) this Agreement constitutes the “Credit Agreement” as such term is defined in the VRI Senior Subordinated Indenture. (h) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects; (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2010 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender and its counselas provided for in Section 5; and (ik) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of H▇▇▇▇▇ and B▇▇▇▇, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received for notice from such Lender prior to the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably requestproposed Closing Date specifying its objection thereto.

Initial Advance. At or prior Lenders will not be obligated to fund the making initial Loan, and Agent will not be obligated to issue the initial L/C, unless Agent has received each of the initial extension of credit hereunder, items in (a) - (g) and the following conditions precedent shall also in items (h) - (i) have been satisfied: (a) the Agent shall have received the following for the account of the Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Revolving Promissory Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Agent, as secured party; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) the Agent and the Lenders shall have received the initial fees a Guaranty executed by each Restricted Company (if anyother than Borrower) called or, for herebyany Restricted Company which has previously executed a Guaranty, at Agent's election, a consent or ratification by such Restricted Company of its existing Guaranty; (c) the Agent shall have received a Y2K Questionnaire in form and substance acceptable to the Agent duly completed Pledge Agreement executed by the holder of the capital stock or other equity interests of each Restricted Company, other than those set out in the Post-Closing Agreement, pledging that capital stock or those interests, and a Pledge Agreement (or a ratification agreement) executed by Borrower in respect of its interest in SSI; (d) an Officers' Certificate for each Lender shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate in the form attached hereto as Exhibit FRestricted Company, containing calculations relating to articles of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the Collateralincorporation or organization, the financial condition of the Company and its Subsidiariesbylaws, regulations, or agreements, resolutions, and the lack of material contingent liabilities of the Company and its Subsidiariesincumbency; (e) the Agent shall have received financing statement, tax Certificates of Existence and judgment lien search results against the Property Good Standing (Account Status) for each Restricted Company from its state of the Company organization and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereofother state where it does business, each dated after September 15, 2001; (f) the Agent shall have received pay-off Legal opinions of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, General Counsel of VRI, and lien release letters from secured creditors of the Company and each Subsidiary setting forth▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, among other things, the total amount of indebtedness outstanding and owing special New York counsel to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the AgentBorrower; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company Borrower's audited consolidated and its Subsidiaries are current in the payment of their rent expenseconsolidating Financial Statements for 2001; (h) legal matters incident to Payment in full of all amounts then due Agent under Section 8.7 or the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company fee letters described in form and substance satisfactory to the Lender and its counselSection 4; and (i) Since July 31, 2001, no change has occurred in the Agent shall have received for the account business, assets, liabilities, operations, conditions (financial or otherwise) or prospects of the Lenders such Companies and no Litigation or other agreementsproceeding or investigation in respect of any Company has been initiated or threatened, instrumentswhich, documentsin either case, certificates and opinions as the Agent or the Lenders may reasonably requestwould constitute a Material Adverse Event.

Initial Advance. At or prior The obligation of the Lender to make the initial Advance under this Agreement is subject to the making satisfaction, in the sole discretion of the initial extension Lender, on or before the date thereof, of credit hereunder, the following conditions precedent shall also have been satisfied: precedent: (a) the Agent a0 The Lender shall have received the following for the account following, all of the Lenders (each to which must be properly executed and completed) and the same shall have been approved as to satisfactory in form and substance by content to the AgentLender, in its sole discretion: (i) 1 The Loan Documents dated as of the Revolving Notesdate hereof duly executed by the Borrowers; (ii2 Certified copies of each Borrower's articles of incorporation and bylaws and certificates of good standing dated no less recently than ninety (90) days prior to the Swing Note;date of this Agreement and, with respect to each Borrower, a certification from the taxing authority of the state of incorporation stating that the applicable Borrower is in good standing with said taxing authority: (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor 3 An original resolution of the Agentboard of directors of each Borrower, certified as secured party; (vi) of the Agent shall have received evidence date of insurance required to be maintained under this Agreement by its corporate secretary, authorizing the Loan Documentsexecution, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution delivery and delivery performance of this Agreement and the other Loan Documents Documents, and all other instruments or documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) the Agent and the Lenders shall have received the initial fees (if any) called for herebybe delivered by such Borrower pursuant to this Agreement; (c) the Agent shall have received a Y2K Questionnaire in form and substance acceptable to the Agent duly completed by the Company; 4 A certificate (d) each Lender shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate in the form attached hereto of EXHIBIT "J-1" OR "J-2", as Exhibit F, containing calculations the case may be) of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself each Borrower's corporate secretary as to the value resolution of the Collateralboard of directors of such Borrower authorizing the execution, the financial condition of the Company delivery and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (e) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of such Borrower executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to the Lender and its counsel; and (i) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably request.Lender);

Initial Advance. At or prior Lenders will not be obligated to fund the making initial Loans hereunder, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless Administrative Agent has received each of the initial extension items in clauses (a) through (k) below, each in form and substance satisfactory to Administrative Agent and each of credit hereunderthe Lenders, and the following conditions precedent shall also in clauses (l) and (m) below have been satisfied:satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) the Agent shall have received the following an executed counterpart of this Agreement, sufficient in number for the account of the Lenders (each distribution to be properly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured partyeach Lender, and Borrower; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) (i) with respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to the Agent order of such requesting Revolver Lender, as contemplated in Section 3.1(a), (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and the Lenders shall have received the initial fees (iii) if any) called for herebyrequested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) from any Restricted Company (other than Borrower) organized under the Agent shall have received Laws of the United States (or any state thereof) (i) that has not previously executed a Y2K Questionnaire in form and substance acceptable to the Agent duly completed Guaranty, a Guaranty executed by the such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company; (d) each Lender shall have received such evaluations and certifications as it may reasonably require from any Restricted Company organized under the Laws of the United States (including a Borrowing Base Certificate or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, North Star Subsidiaries and the lack Concessioner Subsidiaries), (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging the portion of material contingent liabilities such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of the Company and its SubsidiariesPledge Agreement executed by such Person; (e) the Agent shall have received financing statementan Officers’ Certificate for each Restricted Company, tax relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except incumbency, as permitted by Section 8.8 hereofapplicable; (f) the Agent shall have received pay-off Certificates of Existence and lien release letters Good Standing (Account Status) for each domestic Restricted Company from secured creditors its state of the Company and organization, each Subsidiary setting forth, among other things, the total amount dated as of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agenta recent date; (g) Legal opinions of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of VRI, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to request, each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to Administrative Agent; (h) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2017 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) with respect to any Lender that reasonably requests at least 5 days prior to the Closing Date, the Borrower shall have provided to such Lender, and its counselsuch Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 3 days prior to the Closing Date. (k) at least 5 days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower; (l) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and (im) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received for notice from such Lender prior to the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably requestproposed Closing Date specifying its objection thereto.

Initial Advance. At or prior Lenders will not be obligated to fund the making initial Loans hereunder, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless Administrative Agent has received each of the initial extension items in clauses (a) through (k) below, each in form and substance satisfactory to Administrative Agent and each of credit hereunderthe Lenders, and the following conditions precedent shall also in clauses (l) and (m) below have been satisfied:satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) the Agent shall have received the following an executed counterpart of this Agreement, sufficient in number for the account of the Lenders (each distribution to be properly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured partyeach Lender, and Borrower; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) (i) with respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to the Agent order of such requesting Revolver Lender, as contemplated in Section 3.1(a), (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a), and the Lenders shall have received the initial fees (iii) if any) called for herebyrequested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) from any Restricted Company (other than Borrower) organized under the Agent shall have received Laws of the United States (or any state thereof) (i) that has not previously executed a Y2K Questionnaire in form and substance acceptable to the Agent duly completed Guaranty, a Guaranty executed by the such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company; (d) each Lender shall have received such evaluations and certifications as it may reasonably require from any Restricted Company organized under the Laws of the United States (including a Borrowing Base Certificate or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, North Star Subsidiaries and the lack Concessioner Subsidiaries), (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging the portion of material contingent liabilities such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of the Company and its SubsidiariesPledge Agreement executed by such Person; (e) the Agent shall have received financing statementan Officers’ Certificate for each Restricted Company, tax relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except incumbency, as permitted by Section 8.8 hereofapplicable; (f) the Agent shall have received pay-off Certificates of Existence and lien release letters Good Standing (Account Status) for each domestic Restricted Company from secured creditors its state of the Company and organization, each Subsidiary setting forth, among other things, the total amount dated as of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agenta recent date; (g) Legal opinions of ▇▇▇▇▇ ▇▇▇▇▇▇▇, Senior Counsel, Corporate Governance & Securities of VRI, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to request, each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to Administrative Agent; (h) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2017 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) with respect to any Lender that reasonably requests at least 5 days prior to the Closing Date, the Borrower shall have provided to such Lender, and its counselsuch Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 3 days prior to the Closing Date. (k) at least 5 days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower; (l) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and (im) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received for notice from such Lender prior to the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably requestproposed Closing Date specifying its objection thereto.

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Agent shall have received the following for the account of the Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Revolving A Notes; (ii) the Swing NoteGuaranties (if any); (iii) certified copies of resolutions of the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against Board of Directors of the Company and each Subsidiary, as debtor, in favor of the Agent, as secured party; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with Guarantor authorizing the execution and delivery of this Agreement Agreement, the Notes and the Guaranties, as appropriate; (iv) copies of the articles of incorporation and by-laws of the Company and each Guarantor certified by the Secretary or other Loan Documents to appropriate officer of the extent Company or such Guarantor, as the Agent or its counsel case may reasonably requestbe; and (viiiv) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) the Agent and the Lenders shall have received the initial fees (if any) called for hereby; (c) the Agent shall have received a Y2K Questionnaire in form and substance acceptable to the Agent duly completed by the Company; (d) each Lender shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (e) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the favorable written opinion of counsel for the Company in form and substance satisfactory to the Lender and its counsel; andset forth as Exhibit 7.2(c) hereof; (ic) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates a good standing certificate for the Company (dated as of the date no earlier than thirty (30) days prior to the date hereof) from the office of the secretaries of state of the states of Illinois and opinions as Iowa; (d) the Agent or shall have received for the account of the Lenders may reasonably request.a good standing certificate for each Guarantor (dated as of the date no earlier than thirty (30) days prior to the date hereof) from the office of the secretary of the state in which such Guarantor was incorporated or formed; (e) The proceeds of such initial credit shall be used to pay in full all outstanding "Obligations" under the Existing Credit Agreement except to the extent such "Obligations" constitute a "LIBOR Portions," in which event such "Obligations" shall be deemed A Loans made by the same Lender hereunder evidenced by the relevant A Notes issued to such Lender, with interest on each such "LIBOR Portion" to be due and payable at the end of the "Interest Period" applicable thereto at the time such "LIBOR Portion" becomes evidenced by the A Notes and the interest applicable to each such "LIBOR Portion" to continue at the rate which would otherwise applicable thereto under the Existing Credit Agreement (except that the "Applicable Margin" under the Existing Credit Agreement shall be deemed the Applicable Margin hereunder). The Lenders and the Company agree that concurrently with such initial credit, the Existing Credit Agreement shall terminate and all "Obligations" outstanding thereunder (except for such "LIBOR Portions") shall be due and payable; and

Initial Advance. At or prior The obligation of the Bank to make any Advance under this Loan Agreement for a Mortgage Loan is subject to the making Bank's receipt of the initial extension following, all of credit hereunderwhich must be reasonably satisfactory in form and content to the Bank, the following conditions precedent shall also have been satisfiedin its sole discretion: (a) the Agent shall have received the following for the account of the Lenders (each to be properly The Note duly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Agent, as secured party; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) the Agent and the Lenders shall have received the initial fees (if any) called for hereby; (c) the Agent shall have received a Y2K Questionnaire in form and substance acceptable to the Agent duly completed by the Company; (db) each Lender shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate The Guaranty, in the form attached hereto as Exhibit FA, containing calculations duly executed by the Guarantor; (c) Executed Assignments of Notes and Mortgages in the form attached hereto as Exhibit E, to be recorded upon the occurrence of any Event of Default hereunder or a mutually agreed upon electronic alternative thereto; (d) Certified copies of the Borrowing Base Company's articles of incorporation and compliance calculations bylaws, and certificates of existence delivered to the financial covenants as of Bank prior to the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiariesclosing; (e) the Agent shall have received financing statement, tax and judgment lien search results against the Property A resolution of the board of directors of the Company, certified as of a date prior to the initial Advance by its Secretary, authorizing the execution, delivery and performance of this Loan Agreement and the Note, and all other instruments or documents to be delivered by the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereofpursuant to this Loan Agreement; (f) A certificate of the Agent shall have received pay-off Company's corporate secretary as to the incumbency and lien release letters from secured creditors authenticity of the signatures of the officers of the Company executing this Loan Agreement and the Note and each Subsidiary setting forthAdvance Request and all other instruments or documents to be delivered pursuant hereto (the Bank being entitled to rely thereon until a new such certificate has been furnished to the Bank); (g) Audited financial statements of the Company (and its Subsidiaries, on a consolidated basis) prepared by a Certified Public Accountant in form and substance reasonably satisfactory to the Bank, which shall include, but not be limited to, a statement of income for the period ending on December 31, 2003 (the "Statement Date"); (h) A certificate of insurance evidencing the Company's errors and omissions insurance policy in an amount of at least $500,000.00, each loss and aggregate; (i) An executed, original opinion of the Company's counsel, in form and substance reasonably acceptable to Bank, opining, among other things, as to the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account enforceability of the Company or any Subsidiary) Loan Agreement, the Note and containing an undertaking to cause to be delivered the financing statements, against the Company, and as to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets enforceability of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to guaranties against the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to the Lender and its counselGuarantor; and (i) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably request.

Initial Advance. At or prior Lenders will not be obligated to fund the making initial Loans hereunder, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless Administrative Agent has received each of the initial extension items in clauses (a) through (k) below, each in form and substance satisfactory to Administrative Agent and each of credit hereunderthe Lenders, and the following conditions precedent shall also in clauses (l) and (m) below have been satisfied:satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) the Agent shall have received the following an executed counterpart of this Agreement, sufficient in number for the account of the Lenders (each distribution to be properly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured partyeach Lender, and ▇▇▇▇▇▇▇▇; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) (i) with respect to any Revolver Lender requesting a Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to the Agent order of such requesting Revolver Lender, as contemplated in Section 3.1(a), and (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the Lenders shall have received the initial fees (if any) called for herebyorder of such requesting Term Loan Lender, as contemplated in Section 3.1(a); (c) from any Restricted Company (other than Borrower) organized under the Agent shall have received Laws of the United States (or any state thereof) (i) that has not previously executed a Y2K Questionnaire in form and substance acceptable to the Agent duly completed Guaranty, a Guaranty executed by the such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company; (d) each Lender shall have received such evaluations and certifications as it may reasonably require from any Restricted Company organized under the Laws of the United States (including a Borrowing Base Certificate or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, Northstar Subsidiaries and the lack Concessioner Subsidiaries), (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging the portion of material contingent liabilities such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of the Company and its Subsidiaries;Pledge Agreement executed by such Person; 77 (e) the Agent shall have received financing statementan Officers’ Certificate for each Restricted Company, tax relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except incumbency, as permitted by Section 8.8 hereofapplicable; (f) the Agent shall have received pay-off Certificates of Existence and lien release letters Good Standing (Account Status) for each domestic Restricted Company from secured creditors its state of the Company and organization, each Subsidiary setting forth, among other things, the total amount dated as of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agenta recent date; (g) Legal opinions of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to request, each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to Administrative Agent; (h) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Credit Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2025 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) with respect to any Lender that reasonably requests at least 5 days prior to the Closing Date, Borrower shall have provided to such Lender, and its counselsuch Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 3 days prior to the Closing Date. (k) at least 5 days prior to the Closing Date, Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to Borrower; (l) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and (im) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between ▇▇▇▇▇▇▇▇ and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received for notice from such Lender prior to the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably requestproposed Closing Date specifying its objection thereto.

Initial Advance. At or prior The obligation of the Bank to make the --------------- initial Advance is subject to the making satisfaction, in the sole discretion of the initial extension Bank, on or before the date thereof of credit hereunder, the following conditions precedent shall also have been satisfiedprecedent: (a) the Agent The Bank shall have received the following for the account following, all of the Lenders (each to which must be properly executed and completed) and the same shall have been approved as to satisfactory in form and substance by content to the AgentBank, in its sole discretion: (i1) the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Agent, as secured party; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (The Note duly executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) the Agent and the Lenders shall have received the initial fees (if any) called for hereby; (c) the Agent shall have received a Y2K Questionnaire in form and substance acceptable to the Agent duly completed by the Company; (d2) each Lender shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate The Guaranty, in the form attached hereto as Exhibit FB, containing calculations duly executed --------- by each of the Borrowing Base and compliance calculations Guarantors; (3) Certified copies of the Company's articles of incorporation and bylaws, and certificates of good standing dated no less recently than three (3) months prior to the date of the initial Advance; (4) A written opinion of counsel to the Company and each of the Guarantors (or of separate counsel at the option of the Company and the Guarantors) in form and content satisfactory to the Bank, dated as of, or prior to, the date of the initial Advance, addressed to the Bank, substantially in the form attached hereto as Exhibit I. --------- (5) An original resolution of the board of directors of the Company, certified as of the date of the initial Advance by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the Note, and all other instruments or documents to be delivered by the Company pursuant to this Agreement; (6) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the Note and each Advance Request and all other instrument or document to be delivered pursuant hereto (the Bank being entitled to rely thereon until a new such certificate has been furnished to the Bank); (7) Original independently audited financial covenants statements of the Company (and its Subsidiaries, on a consolidated basis) for the most recent fiscal year end containing a balance sheet and related statements of income and retained earnings (the "Statement Date") and changes in financial position for the period entered on the Statement Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and acceptable to the Bank; (8) Financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance; (9) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Bank; (10) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Bank, showing compliance by the Company as of the date of the initial Advance with the related provisions of Section 6.8 hereof; and (b) At the sole discretion of the Bank, the Bank may require any director, officer or shareholder of the Company, all Affiliates of the Company or of any Subsidiary of the Company, and each of the Guarantors, to whom or to any of whom the Company shall be indebted as of the date of this Agreement) , to execute a Subordination of Debt Agreement, in order to satisfy itself as to the value form of Exhibit F hereto; and --------- the CollateralBank shall have received an executed copy of said Subordination of Debt Agreement, certified by the financial condition corporate secretary of the Company to be true and its Subsidiaries, complete and the lack of material contingent liabilities in full force and effect as of the Company and its Subsidiaries; (e) the Agent shall have received financing statement, tax and judgment lien search results against the Property date of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to the Lender and its counsel; and (i) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably requestAdvance.

Initial Advance. At or prior Lenders will not be obligated to fund the making initial Loans hereunder, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless Administrative Agent has received each of the initial extension items in clauses (a) through (i) below, each in form and substance satisfactory to Administrative Agent and each of credit hereunderthe Lenders, and the following conditions precedent shall also in clauses (j) and (k) below have been satisfied:satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) the Agent shall have received the following an executed counterpart of this Agreement, sufficient in number for the account of the Lenders (each distribution to be properly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured partyeach Lender, and Borrower; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) with respect to any Lender requesting a Note pursuant to Section 3.1(a), a Revolver Note, payable to the Agent order of such requesting Lender, as contemplated in Section 3.1(a), and the Lenders shall have received the initial fees (if any) called for herebyrequested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) from any Restricted Company (other than Borrower) organized under the Agent shall have received Laws of the United States (or any state thereof) (i) that has not previously executed a Y2K Questionnaire in form and substance acceptable to the Agent duly completed Guaranty, a Guaranty executed by the such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company; (d) each Lender shall have received such evaluations and certifications as it may reasonably require from any Restricted Company organized under the Laws of the United States (including a Borrowing Base Certificate or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, North Star Subsidiaries and the lack Concessioner Subsidiaries), (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging the portion of material contingent liabilities such capital stock or other equity interests required pursuant to Section 6.2, or (ii) that has previously executed a Pledge Agreement, a Confirmation of the Company and its SubsidiariesPledge Agreement executed by such Person; (e) the Agent shall have received financing statementan Officers’ Certificate for each Restricted Company, tax relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except incumbency, as permitted by Section 8.8 hereofapplicable; (f) the Agent shall have received pay-off Certificates of Existence and lien release letters Good Standing (Account Status) for each domestic Restricted Company from secured creditors its state of the Company and organization, each Subsidiary setting forthdated after February 17, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent2014; (g) Legal opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel of VRI, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to request, each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to Administrative Agent; (h) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2013 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in effect; (j) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender and its counselas provided for in Section 5; and (ik) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of internal counsel (collectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 14.5, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or been satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received for notice from such Lender prior to the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably requestproposed Closing Date specifying its objection thereto.

Initial Advance. At Lenders will not be obligated to fund the initial Loans hereunder, and the L/C Issuers will not be obligated to issue the initial L/Cs hereunder, unless (x) there have been no changes or developments in the information and projections provided by the Companies prior to the making date hereof to Administrative Agent and Lenders in connection with the transactions contemplated hereby, (y) Administrative Agent and Lenders have not received or discovered new or additional information regarding the Companies that could reasonably be expected to cause a Material Adverse Event, and (z) Administrative Agent has received each of the initial extension of credit hereunderitems in clauses (a) through (k) below, and the following conditions precedent shall also in clauses (l) and (m) below have been satisfied:satisfied (other than each item or condition, if any, listed on Schedule 7.1, which items or conditions are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (a) the Agent shall have received the following an executed counterpart of this Agreement, sufficient in number for the account of the Lenders (each distribution to be properly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured partyeach Lender, and Borrower; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives. (b) with respect to any Lender requesting a Note pursuant to Section 3.1(a), a Revolver Note, payable to the Agent order of such requesting Lender, as contemplated in Section 3.1(a), and the Lenders shall have received the initial fees (if any) called for herebyrequested by either Swing Line Lender pursuant to Section 3.1(a), a Swing Line Note, payable to such Swing Line Lender; (c) the Agent shall have received from any Restricted Company (other than Borrower) (i) that has not previously executed a Y2K Questionnaire in form and substance acceptable to the Agent duly completed Guaranty, a Guaranty executed by the such Restricted Company, or (ii) that has previously executed a Guaranty, a Confirmation of Guaranty executed by such Restricted Company; (d) each Lender shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate in from the form attached hereto as Exhibit F, containing calculations holder of the Borrowing Base and compliance calculations capital stock or other equity interests of the financial covenants any Restricted Company or SSI, as applicable, (i) that has not previously executed a Pledge Agreement, a Pledge Agreement executed by such Person, pledging such capital stock or other equity interest, or (ii) that has previously executed a Pledge Agreement, a Confirmation of the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its SubsidiariesPledge Agreement executed by such Person; (e) the Agent shall have received financing statementan Officers’ Certificate for each Restricted Company, tax relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereofincumbency; (f) the Agent shall have received pay-off Certificates of Existence and lien release letters Good Standing (Account Status) for each Restricted Company from secured creditors its state of the Company organization and each Subsidiary setting forthother state where it does business, among other thingseach dated after January 1, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent2005; (g) Forest Service Permit Agreements duly executed by the Agent shall have received such assurances as it may reasonably require in order to satisfy itself United States Department of Agriculture, Forest Service, the Company applicable Company, and its Subsidiaries are current in the payment of their rent expenseAdministrative Agent; (h) legal matters incident Legal opinions of Martha Dugan Rehm, General Counsel of VRI, and Cahill Gordon & Reindel LLP, special New York counsel to Borrower and the other Restricted Subsidiaries, each in ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇e satisfactory to Administrati▇▇ ▇▇▇▇▇; ▇▇▇ of ▇▇▇ ▇▇regoing opinions shall include opinions confirming that (i) the Debt incurred under this Agreement and the related Loan Papers (A) has been incurred or entered into in compliance with the requirements of the Senior Subordinated Indenture, and (B) constitutes “Senior Debt” under the terms of the Senior Subordinated Indenture, and (ii) this Agreement constitutes the “Credit Agreement” as such term is defined in the Senior Subordinated Indenture. (i) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects; (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the execution and delivery of this Agreement the Loan Papers or the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2004 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to (A) materially and adversely affect the Companies, or (B) adversely affect any transaction contemplated hereby, the rights and remedies of Administrative Agent, Lenders, and the L/C Issuers hereunder, or the ability of the Companies or any other Loan Documents and obligor under any Guaranty to perform their respective obligations under the Agreement; (j) evidence that all insurance required to be maintained pursuant to the transactions contemplated hereby shall be satisfactory to each Lender Loan Papers has been obtained and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company is in effect; (k) evidence, in form and substance satisfactory to Administrative Agent, that concurrently with the Closing Date, the “Term Loans” under the Existing Agreement shall be repaid in full, the security interests of the “Term Loan Lenders” in the collateral shall be released, and all obligations of Borrower with respect thereto shall be terminated; (l) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of the Administrative Agent, and any Lender and its counselas provided for in Section 5; and (im) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of Haynes and Boone, LLP and, without duplication, the reasonably allocated cost of internal legal services and all reasonable expenses and disbursements of intern▇▇ ▇▇▇nsel (▇▇▇▇ectively, “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall have received for constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the account closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of the Lenders such other agreements, instruments, documents, certificates accounts between Borrower and opinions as the Agent or the Lenders may reasonably requestAdministrative Agent).

Initial Advance. At or prior Prior to the making of the initial extension of credit Advance being made hereunder, the following conditions precedent Borrower shall also have been satisfieddelivered to the Lender the following: (a) this Agreement and any other Loan Documents, including without limitation, the Agent shall have received Note, the following for Guaranty and Security Agreement, and the account of the Lenders (Account Control Agreements, each to be properly executed and completed) and the same shall have been approved as to by all parties thereto, all in form and substance by the Agent: (i) the Revolving Notes; (ii) the Swing Note; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Agent, as secured party; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents reasonably satisfactory to the extent the Agent or its counsel may reasonably request; and (viii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives.Lender; (b) the Agent and the Lenders shall have received the initial fees (if any) called for hereby; (c) the Agent shall have received a Y2K Questionnaire in form and substance acceptable to the Agent duly completed by the Company; (d) each Lender shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate in the form attached hereto as Exhibit F, containing calculations written evidence of the Borrowing Base and compliance calculations receipt of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the CollateralRequired Consents, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (e) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the written opinion of counsel for the Company in form and substance satisfactory to the Lender; (c) confirmation satisfactory to the Lender that the Additional 1031 Liquidity has been received by the Guarantor; (d) all certificates, instruments and its counselother documentation representing or evidencing the Collateral, including copies of the three most recent monthly account statements showing the securities that comprise the Collateral, all in form and substance satisfactory to the Lender; (e) if applicable, UCC-1 financing statements covering the Collateral, that have been duly recorded or filed in the manner and places required by law to establish, preserve, protect and perfect the interests and rights created or intended to be created by this Agreement and the Guaranty and Security Agreement; (f) a copy of the certified resolutions of the board of directors (or other appropriate governing body) of each of the Borrower and the Guarantor as well as each other Person executing any Loan Documents, certified by the Secretary or another authorized officer of the Borrower, the Guarantor or such other Person, authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party; (g) confirmation from the Borrower and FNF that the Merger Agreement has been executed and delivered by all parties thereto and that no notice of termination pursuant to Section 8.1 of the Merger Agreement has been sent by any of the parties thereto; and (ih) the Agent shall have received for the account of the Lenders such other agreements, instruments, all additional documents, certificates and opinions as other assurances that the Agent Lender or the Lenders its counsel may reasonably requestrequire.

Initial Advance. At or prior to the making time of the initial extension Borrowing under the Revolving Credit or the issuance of credit hereunderthe initial Letter of Credit, the following conditions precedent shall also have been satisfied: (a) the The Administrative Agent shall have received the following for the account of the Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the AgentLenders: (i) the Revolving Notesthis Agreement; (ii) the Swing NoteNotes; (iii) the Security Agreements; (iv) the Guaranty Agreement; (v) UCC Financing Statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Agent, as secured party; (vi) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (vii) copies (executed or certified, certified as may be appropriate) for each Lender of the Articles of Incorporation and By-laws of the Company and each Guarantor and of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Administrative Agent or its counsel may reasonably request, including, without limitation, resolutions of the Board of Directors of each such corporation authorizing the execution, delivery and performance of the Loan Documents to be executed by it and certificates as to the incumbency and authority of, and setting forth a specimen signature of, each officer who is to sign any Loan Document and request extensions of credit hereunder; and (viiiiv) the Administrative Agent shall have received evidence that the Company shall have received a ▇▇▇▇▇'▇ Rating of Baa3 or higher or an incumbency certificate containing the name, title and genuine signatures S&P Rating of each of the Company's Authorized RepresentativesBBB- or higher. (b) the The Administrative Agent and the Lenders shall have received good standing certificates for the initial fees (if any) called for herebyCompany and each Guarantor from the office of the Secretary of the State in the state of its incorporation dated as of a date no later than 30 days prior to the date hereof; (c) the Agent shall have received a Y2K Questionnaire in form and substance acceptable to the Agent duly completed by the Company; (d) each Lender shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate in the form attached hereto as Exhibit F, containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement) in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (e) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Company and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (f) the Agent shall have received pay-off and lien release letters from secured creditors of the Company and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Company or any Subsidiary) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Company and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (g) the Agent shall have received such assurances as it may reasonably require in order to satisfy itself the Company and its Subsidiaries are current in the payment of their rent expense; (h) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the The Administrative Agent shall have received for the account of itself and the Lead Arrangers, Book Managers, and Syndication Agents and Documentation Agent the fees referred to in Sections 4.3 and 4.4 hereof; (d) The Administrative Agent and the Lenders shall have received such information and agreements relating to the written opinion Company's purchase of counsel for the Acquired Assets as they may reasonably request, including, without limitation, copies of all indemnity agreements being entered into in favor of the Company and relating to the Seller's and/or British Nuclear Fuels PLC's indemnification of the Company and its Subsidiaries for environmental, pension and nuclear fuel related liabilities, and the same shall be in form and substance satisfactory to the Lender Administrative Agent; (e) The Administrative Agent have received pro forma financial projections for the next five years satisfactory in form and its counselsubstance to the Administrative Agent; (f) The Prior Credit Agreement shall have been terminated and all amounts payable thereunder shall be paid in full or otherwise provided for on or prior to the date hereof; and (ig) the The Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Administrative Agent or the Required Lenders may make reasonably request.