Common use of CONDITIONS OF BORROWING Clause in Contracts

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents); (vi) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender to make its any Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Unless waived by all the Lenders (or by the Administrative Agent’s Agent with respect to immaterial matters or items specified in clause (v) or (vi) below, with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the receipt of the followingfollowing by the Administrative Agent, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender’s Commitment; (iii) Intentionally omitted; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent may reasonably require evidencing (A) to establish the authority identities of each Loan Party to enter into this Agreement and verify the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a partyDocuments; (ivv) copies of each Loan Party’s Organization Documents and such other documents and certifications evidence as the Administrative Agent may reasonably require to evidence verify that each Loan Party the Borrower is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationin which it is required to be qualified to engage in business, except to the extent that where failure to do so could qualify would not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection including certified copies of the Liens Borrower’s Organization Documents, certificates of good standing and/or qualification to engage in favor the Collateral Agent business and “no conflicts” with the First Lien Loan Documents)tax clearance certificates; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (aA) that the conditions specified in Sections 4.02(a) and (1b) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correcthave been satisfied, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that the date of the Audited Financial Statements which has had or could be reasonably expected to have, either individually or in the aggregate, have a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer an opinion of the Borrower, satisfactory in form and substance counsel to the Administrative Agent, attesting to Borrower substantially in the Solvency form of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebyExhibit I; (viii) evidence that the Perfection CertificateExisting Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; (ix) a copy of the Security Documents, each duly First Lien/Second Lien Intercreditor Agreement executed by the applicable Loan PartiesFirst Lien Administrative Agent and the Administrative Agent and acknowledged by the Borrower; (x) all other Loan Documents, each duly a copy of the Aircraft Intercreditor Agreement executed by the applicable Loan PartiesFirst Lien Administrative Agent, the Term Lender and the Administrative Agent and acknowledged by the Borrower; (xi) evidence that the Lenders have a second priority perfected security interest in the Collateral (subject only to Liens expressly permitted to be prior pursuant to Section 7.01); (xii) receipt by the Administrative Agent of evidence that the Sponsors have filed any required notices of change of ownership of the Borrower with, and have received no objection thereto from, the U.S. Department of Transportation; (xiii) the Borrower’s Adjusted EBITDA for the trailing 12 months prior to the Closing Date, is not be less than $25,000,000; (xiv) evidence satisfactory to the Administrative Agent that the Borrower’s undrawn availability under the First Lien Credit Agreement immediately after the Closing Date is not less than $5,000,000; and (xixv) evidence satisfactory to the Administrative Agent that EAC Acquisition Corp. has contributed to the Borrower a minimum capital investment in the form of (a) common equity totaling $500 and (b) preferred equity totaling $34,999,500; (b) Unless waived by all documents Lenders, the receipt of the Collateral Documents by the Administrative Agent, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date and instrumentseach in form and substance satisfactory to the Administrative Agent and their respective legal counsel, including together with: (i) acknowledgment copies of all Uniform Commercial Code financing statementsstatements filed, required by law registered or reasonably requested by recorded or, in the Collateral Agent discretion of Administrative Agent, to be filed, registered or recorded to create or perfect the first priority Liens intended security interests of the Administrative Agent for the benefit of the Lenders, or other evidence satisfactory to be created under the Loan Documents and all such documents and instruments shall have Administrative Agent that there has been so filed, registered or recordedrecorded all financing statements and other filings, in each case, registrations and recordings necessary and advisable to perfect the reasonable satisfaction Liens of the Collateral Agent.Administrative Agent for the benefit of the Lenders in accordance with applicable law; (bii) The Administrative Agent Lien and each Lender shall have received all documentation judgment searches and such termination statements or other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation documents as may be necessary to confirm that the USA PATRIOT Act Collateral is subject to no other Liens in favor of any Persons (Title III of Pub. L. 107-56 (signed into law October 26, 2001except as permitted pursuant to Section 7.01)) (the “Patriot Act”).; (ciii) The Administrative Agent all certificates and each Lender shall have received all fees and other amounts due and payable to them by instruments representing the Borrower on Collateral, stock transfer powers executed in blank with signatures; (iv) evidence that the Second Lien Aircraft Security Agreement has been filed or prior to will contemporaneously with the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance filed with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document FAA or other matter required thereunder to be Consented to applicable filing office (foreign or approved by or acceptable or satisfactory to a Lender unless domestic), and the Administrative Agent shall have received notice from an opinion of special FAA counsel and special counsel in any other jurisdiction in which Collateral is located, in form and substance reasonably satisfactory to the Lenders, concluding that the Aircraft Security and Flight Equipment Agreement is properly of record with the FAA, or such Lender other applicable filing office, and the Lender’s Lien against the Aircranes, Other Aircranes and equipment described therein is properly perfected and, except as provided herein, subject to no prior or senior Liens of record with the FAA, or such other applicable filing office; (v) Intentionally omitted; (vi) evidence that the Second Lien Deed of Trust has been filed with the appropriate recording office, and the Administrative Agent shall have received a policy of title insurance in form and substance satisfactory to the Lenders covering the Second Lien Deed of Trust and the Real Property; (vii) evidence that all other actions necessary to perfect and protect the second priority security interest created by the Collateral Documents have been taken; and (viii) funds sufficient to pay any filing or recording tax or registration or other fees including, but not limited to, any and all Uniform Commercial Code financing statements; (c) Standard lenders’ payable endorsements with respect to the insurance policies or other instruments or documents evidencing insurance coverage on the properties of the Borrower in accordance with Section 6.07; (d) Any fees required to be paid in accordance with the Fee Letter on or before the Closing Date shall have been paid; (e) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the proposed Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that following the Closing Date specifying its objection theretothere shall be a final settling of accounts between the Borrower and the Administrative Agent with respect to such estimated Attorney Costs); and (f) The Closing Date shall have occurred on or prior to October 31, 2007.

CONDITIONS OF BORROWING. The As a condition precedent to Bank's obligation of each Lender to make its Loan hereunder on any loan advance or to disburse any portion of the Closing Date is subject to satisfaction of Loans, the following conditions precedentshall all be satisfied: (a) The Administrative Agent’s receipt Borrower shall have delivered or caused to be delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the followingLoan Documents, each in form and substance reasonably satisfactory to Bank and its counsel; (b) Borrower shall have delivered to Bank: (i) Such credit applications, financial statements, authorizations, and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request. (ii) Certified copies of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer resolutions of Borrower approving the execution and delivery of the signing Loan PartyDocuments and such other certificates as the Bank may require. (iii) A certificate of Borrower certifying the incumbency, each dated the Closing Date names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith. (oriv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, in together with all existing amendments thereto, certified as of the case date of certificates this Agreement as being accurate and complete. (v) A copy of governmental officialsthe CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank. (vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank. (vii) Opening day balance sheet of the Borrower on a consolidated basis, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentBank. (viii) A copy of the equipment appraisal which shall be reviewed to the satisfaction of the Bank. (ix) Such other deliverables as the Bank or its counsel may reasonably require. (c) Guarantor shall have delivered to Bank: (i) executed counterparts of this Agreement sufficient in number for distribution to Such credit applications, financial statements, authorizations, and such information concerning the Administrative AgentGuarantor and its respective business, each Lender operations and condition (financial and otherwise) as the Borrower;Bank may reasonably request. (ii) a Note executed by Confirmation from Guarantor's bank of its ability to guaranty the Borrower in favor of each Lender requesting a Note;Loans. (iii) such certificates Certified copies of resolutions or other action, incumbency certificates and/or of Guarantor approving the execution and delivery of the Guaranty and such other certificates of Responsible Officers of each Loan Party as the Administrative Agent Bank may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;require. (iv) copies A certificate of each Loan Party’s Organization Documents Guarantor certifying the incumbency, the names and such other documents the true signatures of the person or persons authorized to execute and certifications as deliver the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized Guaranty and the taking of all necessary or formed, appropriate corporate proceedings in connection herewith and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;therewith. (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection A copy of the Liens organizational documents evidencing the valid formation and existence of Guarantor in favor good standing, together with all existing amendments thereto, certified as of the Collateral Agent date of this Agreement as being accurate and “no conflicts” with the First Lien Loan Documents);complete (vid) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the The representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are IV of this Agreement shall be true and correct in all material respects, in each case, on and as of the Closing Datedate of the making of any loan advance or the disbursement of each Loan, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, respects with the same effect as the case may be, if made on and as of such earlier date, and no Event of Default shall be in existence on the date and (2) no Default exists or would result from the borrowing of the Loans making of such loan advance or from the application disbursement of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is or shall occur as a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentresult thereof. (be) The Administrative Agent and each Lender Bank shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)a commitment fee from Borrower. (cf) The Administrative Agent and each Lender Bank shall have received all fees such other secured transaction, judgment, lien and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lendersdocket searches, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one it deems appropriate. (1g) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent Bank shall have received notice from certificates or policies evidencing insurance required pursuant to Section 5.8 of this Agreement. (h) The Bank shall have received such Lender prior to other opinions and documents as the proposed Closing Date specifying Bank or its objection theretocounsel shall reasonably request.

CONDITIONS OF BORROWING. The obligation of each Lender shall not be obligated to make its Loan any loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedentunless: (a) The Administrative Agent’s receipt Interim Notes or Term Notes evidencing such loan shall have been duly executed and delivered to Lender; (b) Borrower shall have executed and delivered to Lender the Supplemental Security Agreement describing the Collateral and stating, except with respect to progress payment fundings, the location thereof; (c) Except with respect to progress payment fundings, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and Security Agreement; (d) Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the followingloan and the Collateral being financed, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedincluding, each properly executed by a Responsible Officer of without limitation, Uniform Commercial Code lien releases and the signing Loan Partyconsent and waiver, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Administrative Agent: (i) executed counterparts real property where any of this Agreement sufficient in number for distribution the Collateral is to the Administrative Agent, each Lender and the Borrowerbe located; (iie) a Note executed All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Borrower in favor of each Lender requesting a Note; (iii) Collateral being financed by such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act loan as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is valid perfected first priority security interest shall have been duly organized or formedeffected, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to enforceabilityLender, due authorizationand all fees, perfection of the Liens in favor the Collateral Agent taxes and “no conflicts” with the First Lien Loan Documents);other charges relating to such filings and recordings shall have been paid by Borrower. (vif) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the The representations and warranties of the Loan Parties contained in Article V or any other this Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are Security Agreement shall be true and correct in all material respects, in each case, respects on and as of the Closing Date, except to date of the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, making of any loan hereunder with the same effect as the case may be, date of the making of any loan hereunder with the same effect as if made on and as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effectdate; (viig) a certificate In the sole judgment of Lender, there shall have been no material adverse change in the financial condition, business or operations of Borrower from the chief earliest date of any financial officer of the Borrowerstatement, credit report, business report or similar document submitted to Lender for its review; (h) All Loan Documents shall be satisfactory to Lender's attorneys; and (i) Lender shall have received, in form and substance satisfactory to the Administrative AgentLender, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis such other documents as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, require including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory but not limited to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoRequest, proof of payment, vendor invoices and certificates of authority and incumbency.

CONDITIONS OF BORROWING. The obligation of each Lender CIT shall not be required to make its any Loan hereunder unless on the Closing Date is subject thereof all legal matters with respect to, and all legal documents executed in connection with, the contemplated transactions are satisfactory to satisfaction CIT and all of the following conditions precedent: are met to the satisfaction of CIT (except that (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents); (vi) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the executioninitial Loan only): (a) CIT has received a satisfactory Secretary's Certificate certified by Debtor's Secretary or Assistant Secretary; (b) if requested by CIT, delivery CIT shall have received the written opinion addressed to it of counsel for Debtor satisfactory to CIT as matters contained in Section 4(a)-(e), (g) and performance (i) hereof, and as to such other matters as CIT may reasonably request; (c) Debtor has executed and delivered to CIT the Note evidencing, and a Supplement describing the Equipment to be financed by, such Loan; (d) the Equipment being financed by such Loan Party has been delivered to, and accepted by, Debtor and CIT has received satisfactory evidence that the validity against such Loan Party Equipment is insured in accordance with the provisions hereof and that the Cost thereof has been, or concurrently with the making of the Loan Documents to which it is a partyshall be, or fully paid; (2e) that all such consents, licenses and approvals have been obtained and are in full force and effect; Intentionally Left Blank; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (xf) all other Loan Documentsfilings, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation recordings and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses actions (including the legal fees obtaining of landlord and/or mortgagee waivers) deemed necessary or desirable by CIT in order to perfect a first (and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, only) priority security interest in the case Equipment being financed by such Loan have been duly effected, and all fees, taxes and other charges relating to such filings and recordings have been paid by Debtor; (g) the representations and warranties contained in this Agreement are true and correct with the same effect as if made on and as of costs such date, and expenses, an invoice for all no Default or Event of Default is in existence on such fees and expenses date or shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required occur as a condition result of such Loan; (h) in the sole judgment of CIT, there has been no material adverse change in the financial condition, business or operations of Debtor from the date referred to in Section 4(j) hereof; (i) CIT has received from Debtor such other documents and information as CIT has reasonably requested; (j) CIT has inspected and appraised the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified Equipment and found it satisfactory in this Section 4.01, each Lender that value and condition; and (k) CIT has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or received and found satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoDebtor's most recent quarterly financial statement.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) that number of executed counterparts of this Agreement sufficient in number for distribution to as may be reasonably requested by the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) a pledge agreement, in substantially the form of Exhibit E (as amended, the “Pledge Agreement”), duly executed by each Loan Party, together with: (A) a certificate representing all of the Equity Interests in the Borrower, accompanied by an undated stock power executed in blank, subject to the limitation on the pledge of such Equity Interests set out in the Pledge Agreement; (B) proper UCC financing statements naming AGFC as debtor in form appropriate for filing under the Uniform Commercial Code in the State of Indiana; and (C) certified copies of UCC searches and state-level tax searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those states in which any Loan Party is organized, none of which encumber the Pledged Equity or the Eligible Loan Receivables; (iv) (x) executed copies of the Intercompany Secured Loan Agreements and the Intercompany Security Documents, each of which shall be in full force and effect; and (y) copies of UCC financing statements evidencing the perfection of the Borrower’s security interest in the Eligible Loan Receivables securing the Intercompany Secured Loans pursuant to the Intercompany Security Documents; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivvi) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vvii) a favorable opinion of Xxxxxx, Xxxx Wxxx Xxxxxxx & Xxxxxxxx Mxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and Lender, as to such the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens set forth in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)Exhibit H; (viviii) a certificate signed by a Responsible Officer of the Borrower AGFC certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true that the conditions specified in Sections 4.01(g) and correct, (h) have been satisfied and (B) which are not qualified by materiality are true and correct in all material respectsthat, in each case, except as set forth on and as Schedule 4.01(a)(viii) of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereofDisclosure Letter, (bx) the Existing Indenture has not been amended or modified and that there the compliance with the provisions thereof has not been no event or circumstance waived since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, 1999 and (cy) either the AGFC Credit Facility has not been amended or modified and that (1) no consents, licenses or approvals are required in connection the compliance with the executionprovisions thereof has not been waived since July 14, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate2005; (ix) the Security Documents, each duly executed Lenders and the Administrative Agent shall have timely received the information related to the Act under Section 11.18 as shall have been reasonably requested by the applicable Loan PartiesAdministrative Agent and the Lenders; (x) a Borrowing Base Certificate duly certified by a Responsible Financial Officer showing a calculation of the Borrowing Base, which shall be computed on the basis of Eligible Loan Receivables as of February 28, 2010; (xi) evidence that all other Loan DocumentsIndebtedness owing by any Subsidiary Guarantor to AGFC and American General Finance, each duly executed by Inc. shall be subordinated to the applicable Loan PartiesObligations pursuant to a subordination agreement (the “Subordination Agreement”); and (xixii) all documents and instruments, including Uniform Commercial Code financing statements, required by law or evidence that the Borrower’s certificate of incorporation shall contain such terms that are reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, satisfactory to the reasonable satisfaction Administrative Agent; and (xiii) a copy of the Collateral AgentDisclosure Letter executed by a Responsible Officer of AGFC. (b) The Administrative Agent and each Lender Subsidiary Guarantors shall have received all documentation and no Indebtedness individually in excess of $100,000,000 other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act than (Title III of Pub. L. 107-56 (signed into law October 26, 2001)i) (the “Patriot Act”). (cas set forth on Schedule 7.02(b)(ii) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions Disclosure Letter, (ii) in respect of Section 9.04the Obligations, for purposes (iii) in respect of determining compliance with intercompany Indebtedness among the conditions specified Subsidiary Guarantors, and (iv) in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless respect of the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.Intercompany Secured Loans;

CONDITIONS OF BORROWING. The obligation of each Lender to make its Initial Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Restatement Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) that number of executed counterparts of this Agreement sufficient in number for distribution to as may be reasonably requested by the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) a Pledge Agreement in substantially the form of Exhibit E, duly executed by each Loan Party, together with proper UCC financing statements naming Springleaf as Debtor in form appropriate for filing under the Uniform Commercial Code in the State of Indiana; (iv) [reserved]; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivvi) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vvii) a favorable opinion of XxxxxxSkadden, Arps, Slate, Xxxxxxx & Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender Lender, in form and as substance reasonably satisfactory to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)Agent; (viviii) a certificate signed by a Responsible Officer of the Borrower Springleaf certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true that the conditions specified in Sections 4.01(g) and correct, (h) have been satisfied and (B) which are not qualified by materiality are true and correct in all material respectsthat, in each case, except as set forth on and as Schedule 4.01(a)(viii) of the Closing DateDisclosure Letter, except to the extent Existing Indenture has not been amended or modified and that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from compliance with the borrowing of the Loans or from the application of the proceeds thereof, (b) that there provisions thereof has not been no event or circumstance waived since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate1999; (ix) the Security Documents, each duly executed Lenders and the Administrative Agent shall have timely received the information related to the Act under Section 11.18 as shall have been reasonably requested by the applicable Loan PartiesAdministrative Agent and the Lenders; (x) a Borrowing Base Certificate duly certified by a Responsible Financial Officer showing a calculation of the Borrowing Base, which shall be computed on the basis of Eligible Loan Receivables as of March 31, 2011; (xi) evidence that all other Loan DocumentsIndebtedness owing by any Subsidiary Guarantor to Springleaf and Springleaf Finance, each duly executed by Inc. shall be subordinated to the applicable Loan PartiesObligations pursuant to a subordination agreement (the “Subordination Agreement”); (xii) evidence that the Borrower’s certificate of incorporation shall contain such terms that are reasonably satisfactory to the Administrative Agent; and (xixiii) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction a copy of the Collateral AgentDisclosure Letter executed by a Responsible Officer of Springleaf. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder initial Borrowing on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) Party and each in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement, the Intercreditor Agreement sufficient in number for distribution to the Administrative Agent, and each Lender and the BorrowerGuaranty; (ii) a Note executed by the Borrower in favor of each Lender requesting that has requested a NoteNote at least two Business Days in advance of the Closing Date; (iii) evidence that the elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date have been satisfied and each Collateral Document set forth on Schedule 1.01B, duly executed by each Loan Party, as applicable thereto, together with evidence that all other actions, searches, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (iv) (A) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; party on the Closing Date, and (ivB) copies a good standing certificate from the applicable Governmental Authority of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that jurisdiction of incorporation, organization or formation, each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except dated a recent date prior to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectClosing Date; (v) a favorable an opinion of Xxxxxx, Xxxx from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed in form and substance acceptable to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents);Agent; and (vi) copies of a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, recent Lien searches in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or jurisdiction reasonably requested by the Collateral Agent with respect to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral AgentParties. (b) All fees and expenses required to be paid hereunder, under the Fee Letter shall have been paid in full in cash or will be paid on the Closing Date out of the initial Borrowing. (c) Concurrently with the consummation of the Transactions, Borrower shall consummate and enter into the First Lien Credit Agreement with an initial Borrowing Base of at least $38,000,000 and the First Lien Loan Documents, in form and substance satisfactory to the Administrative Agent. (d) The Administrative Agent and each Lender shall have received the unaudited consolidated balance sheets and related statements of operations dated as of October 17, 2012 (the “Unaudited Financial Statements”). (e) The Administrative Agent shall have received at least three Business Days prior to the Closing Date all documentation and other information required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III that has been reasonably requested at least 10 Business Days in advance of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)Closing Date. (cf) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them title information covering enough of the Borrowing Base Properties evaluated by the Borrower on or prior to the Closing Dateinitial Reserve Report, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender so that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to reasonably satisfactory title information on the proposed Closing Date specifying its objection theretoBorrowing Base Properties. (g) The Administrative Agent shall have received the Initial Reserve Report.

CONDITIONS OF BORROWING. The obligation of each Lender shall not be obligated to make its Loan any loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedentunless: (a) The Administrative Agent’s receipt Interim Notes or Term Notes evidencing such loan shall have been duly executed and delivered to Lender; (b) Borrower shall have executed and delivered to Lender the Supplemental Security Agreement describing the Collateral and stating, except with respect to progress payment fundings, the location thereof; (c) Except with respect to progress payment fundings, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and Security Agreement; (d) Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the followingloan and the Collateral being financed, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedincluding, each properly executed by a Responsible Officer of without limitation, Uniform Commercial Code lien releases and the signing Loan Partyconsent and waiver, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Administrative Agent: (i) executed counterparts real property where any of this Agreement sufficient in number for distribution the Collateral is to the Administrative Agent, each Lender and the Borrowerbe located; (iie) a Note executed All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Borrower in favor of each Lender requesting a Note; (iii) Collateral being financed by such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act loan as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is valid perfected first priority security interest shall have been duly organized or formedeffected, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to enforceabilityLender, due authorizationand all fees, perfection of the Liens in favor the Collateral Agent taxes and “no conflicts” with the First Lien Loan Documents)other charges relating to such filings and recordings shall have been paid by Borrower; (vif) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the The representations and warranties of the Loan Parties contained in Article V or any other this Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are Security Agreement shall be true and correct in all material respects, in each case, respects on and as of the Closing Date, except to date of the extent that such representations making of any loan hereunder with the same effect as if made on and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effectdate; (viig) a certificate In the sole judgment of Lender, there shall have been no material adverse change in the financial condition, business or operations of Borrower from the chief earliest date of any financial officer of the Borrowerstatement, credit report, business report or similar document submitted to Lender for its review; (h) All Loan Documents shall be satisfactory to Lender's attorneys; and (i) Lender shall have received, in form and substance satisfactory to the Administrative AgentLender, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis such other documents as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, require including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented but not limited to, approved or accepted or to be satisfied witha Request, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoproof of payment, vendor invoices and certificates of authority and incumbency.

CONDITIONS OF BORROWING. The obligation of the LC Issuer and each Lender to make its Loan initial Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty or Alon USA (as applicable), and each other Person party thereto, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement, each of the Collateral Documents (including, without limitation, the Guaranty, the Security Agreement and the Mortgages) and the other applicable Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerLoan Parties; (ii) a Note executed by the Borrower Borrowers in favor of each Lender requesting that requests a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and Alon USA as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party Person is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Loan Party Parties and Alon USA is duly organized or formed, that the Borrowers and that each other Loan Party or Alon USA executing any of the Obligor Name: Southwest Convenience Stores, LLC and Skinny's, LLC Obligor No.: 0262937922 SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 66 42575.100083 EMF_US 48981686v14 Loan Documents is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except qualification and that each Loan Party is solvent after giving effect to the extent that failure Obligations, the Liens of the Administrative Agent, on behalf of the Secured Parties, the Closing Date Special Dividend and all other transactions contemplated hereunder to do so could not reasonably be expected to have a Material Adverse Effectoccur on or about the Closing Date; (v) a favorable opinion or opinions of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan PartiesParties and Alon USA, addressed to the Administrative Agent and each Lender and Lender, as to the matters set forth in Exhibit L and such other matters concerning the Loan Parties and Alon USA and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)request; (vi) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations each Loan Party and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Alon USA either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party Person and the validity against such Loan Party Person of the Loan Documents to which it is a party, or (2) that all such which consents, licenses and approvals have been obtained and are shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate from signed by a Responsible Officer of each Borrower certifying that the chief financial officer conditions specified in Sections 4.01 and 4.02 have been satisfied; (viii) evidence that all Insurance Requirements have been met and that all insurance required to be maintained pursuant thereto has been obtained and is in effect; (ix) evidence that all Real Estate Collateral Requirements have been met as of the BorrowerClosing Date, satisfactory including but not limited to receipt of updated appraisals and environmental reports in form and substance satisfactory to the Administrative Agent; (x) receipt of (A) pro forma combined and combining balance sheets of the Borrowers and their Subsidiaries as of the Closing Date and pro forma combined and combining financial statements (including balance sheets and related statements of income or operations, shareholders' equity and cash flow) of the Borrowers and their Subsidiaries for the calendar year 2013, in each case giving pro forma effect to this Agreement, the Closing Date Special Dividend and all other transactions to occur on or about the Closing Date (including, without limitation, all fees and expenses payable on or about the Closing Date) in form and substance reasonably satisfactory to the Administrative Agent, attesting and (B) the Borrowers' and their Subsidiaries financial projections and related supporting information and documentation, in form and substance reasonably satisfactory to the Solvency Administrative Agent, evidencing that such projections are reasonable, have a sufficiently high probability of being achieved and will result in compliance with the financial covenants set forth in Article XIV hereof; (xi) receipt and review of each Principal Agreement, together with a certification from a Responsible Officer of the Borrower Loan Parties that (a) such Principal Agreement is in full force and its Subsidiaries effect on the Closing Date and (b) no Loan Party is in default thereunder or not in compliance with any material term or provision thereof; (xii) a consolidated basis copy of all Subordinated Debt Documents relating to any Subordinated Debt in existence as of the Closing Date after giving effect to Date; and Obligor Name: Southwest Convenience Stores, LLC and Skinny's, LLC Obligor No.: 0262937922 SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 67 42575.100083 EMF_US 48981686v14 (xiii) such other assurances, certificates, documents, consents or opinions as the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or Administrative Agent reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The Administrative Agent All accrued and each Lender unpaid interest on the Existing Revolving Credit Loans and the Existing Term Loans shall have received been paid in full, all documentation accrued and other information unpaid fees under the Existing Credit Agreement (including under the "Fee Letter" specified therein) shall have been paid in full, any unreimbursed costs or expenses payable under the existing Credit Agreement shall have been paid in full, and any fees or expenses required by regulatory authorities to be paid under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation or in connection with this Agreement on or before the USA PATRIOT Act Closing Date shall have been paid in full (Title III all or any portion of Pub. L. 107-56 (signed into law October 26, 2001)) (which amounts may be paid with a portion of the “Patriot Act”proceeds of Loans to be advanced hereunder on the Closing Date). (c) The Unless waived by the Administrative Agent, the Borrowers shall have paid all Attorney Costs of the Administrative Agent and each Lender shall have received all fees and other amounts due and payable required to them by be paid hereunder to the Borrower on or extent invoiced prior to or on the Closing Date, including, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs required to be paid hereunder incurred or to be incurred by it through the extent invoiced, reimbursement or payment closing proceedings (provided that such estimate shall not thereafter preclude a final settling of all reasonable and documented out-of-pocket fees and expenses (including accounts between the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents Borrowers and the Lenders, as applicable); provided that, in Administrative Agent) (all or any portion of which Attorney Costs may be paid with a portion of the case proceeds of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment Loans to be required as a condition to advanced hereunder on the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the ). (d) The Administrative Agent shall have received notice from such Lender prior information provided by the Loan Parties and Alon USA required by the Patriot Act, including the identity of each Loan Party and Alon USA, the name and address of each Loan Party and Alon USA and other information that will allow the Administrative Agent or any Lender, as applicable, to identify the Loan Parties and Alon USA in accordance with the Patriot Act. (e) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed Closing Date specifying its objection theretobefore any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Administrative Agent's Sole Discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby. (f) There shall not have occurred any Material Adverse Effect.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) fully executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Borrower (on behalf of each of the Loan Parties), addressed to the Administrative Agent and each Lender and Lender, as to the matters set forth in Exhibit I and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)request; (vi) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the each Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Party either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no applicable consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate from the chief financial officer signed by a Responsible Officer of the BorrowerParent certifying (A) that each Consolidated Party is in compliance in all material respects with all existing contractual financial obligations, satisfactory in form (B) all governmental, shareholder and substance third party consents and approvals necessary for the Loan Parties to enter into the Administrative AgentLoan Documents and fully perform thereunder, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date if any, have been obtained, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated herebytherein to occur on such date, (1) each of the Loan Parties is solvent, (2) no Default or Event of Default exists, (3) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects, and (4) the Loan Parties are in compliance with each of the financial covenants set forth in Section 7.11 (and including detailed calculations of each such financial covenant all as of December 31, 2011); (D) that, to such Responsible Officer's knowledge, there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (E) the current Debt Ratings; (viii) evidence that all insurance required to be maintained pursuant to the Perfection CertificateLoan Documents has been obtained and is in effect; (ix) a Transfer Authorizer Designation Form effective as of the Security Documents, each duly executed by the applicable Loan Parties;Closing Date; and (x) all such other Loan Documentsassurances, each duly executed by certificates, documents or consents as the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law Administrative Agent or the Required Lenders reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The There shall not have occurred a material adverse change since December 31, 2010, in the business, assets, operations, condition (financial or otherwise) or prospects of the Borrower and the other Loan Parties taken as a whole, as reasonably and in good faith determined by the Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)Agent. (c) The There shall not exist any action, suit, investigation, or proceeding pending or threatened, in any court or before any arbitrator or governmental authority that could have a Material Adverse Effect, as reasonably and in good faith determined by the Administrative Agent. (d) Any fees required to be paid on or before the Closing Date shall have been paid. (e) There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Documents as determined by the Administrative Agent in good faith. (f) The Borrower and each Lender other Loan Party shall have received provided all fees and other amounts due and payable to them information reasonably requested by the Administrative Agent in order to comply with the Act (as defined in Section 10.18) as determined by the Administrative Agent in good faith. (g) Unless waived by the Administrative Agent, the Borrower on or shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, includingplus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the extent invoiced, reimbursement or payment closing proceedings (provided that such estimate shall not thereafter preclude a final settling of all reasonable and documented out-of-pocket fees and expenses (including accounts between the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents Borrower and the Lenders, as applicableAdministrative Agent); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) fully executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Principal Borrower; (ii) a Note executed by the Borrower Borrowers in favor of each Lender (other than any Lender requesting not to receive a Note); (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectEffect (provided, that to the extent such materials were delivered in connection with the Existing Credit Agreement, the Loan Parties (excluding the Borrowers) shall be permitted to provide certificates of no change with respect to such items and shall not be required to provide new good standing or similar certifications from Governmental Authorities; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and Lender, as to the matters set forth in Exhibit H and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)request; (vi) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the each Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Party either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate from the chief financial officer signed by a Responsible Officer of each of the BorrowerBorrowers certifying (A) that each Consolidated Party is in compliance with all existing financial obligations, satisfactory in form (B) all governmental, shareholder and substance third party consents and approvals necessary for the Loan Parties to enter into the Administrative AgentLoan Documents and fully perform thereunder, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date if any, have been obtained, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated herebytherein to occur on such date, (1) each of the Loan Parties is solvent, (2) no Default or Event of Default exists, (3) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects, and (4) the Loan Parties are in compliance with each of the financial covenants set forth in Section 7.08; (D) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (E) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (F) the current Debt Ratings; and (G) a calculation of the TL/TA Ratio as of the last day of the fiscal quarter of the Principal Borrower most recently ended prior to the Closing Date; (viii) evidence that the Perfection CertificateExisting Term Loan Agreement has been or concurrently with the Closing Date is being terminated; (ix) the Security Documents, each duly executed by the applicable Loan PartiesFee Letter; (x) all other Loan Documents, each duly executed by a Transfer Authorizer Designation Form effective as of the applicable Loan PartiesClosing Date; and (xi) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The Administrative Agent There shall not have occurred a material adverse change since December 31, 2009 in the business, assets, operations or condition (financial or otherwise) of the Borrowers and each Lender shall have received all documentation the other Loan Parties taken as a whole, or in the facts and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)regarding such entities as represented to date. (c) The There shall not exist any action, suit, investigation, or proceeding pending or threatened, in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect. (d) Any fees required to be paid on or before the Closing Date shall have been paid. (e) Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or extent invoiced prior to or on the Closing Date, includingplus such additional amounts of such fees, charges and disbursements as shall constitute their reasonable estimate of such fees, charges and disbursements incurred or to be incurred by them through the extent invoiced, reimbursement or payment closing proceedings (provided that such estimate shall not thereafter preclude a final settling of all reasonable and documented out-of-pocket fees and expenses (including accounts between the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents Borrowers and the Lenders, as applicableAdministrative Agent); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation Notwithstanding any other provision of each Lender this Agreement, LaSalle shall not be required to make its Loan hereunder on extend the Closing Date is subject to satisfaction of the following conditions precedent:Loans; (a) The Administrative Agent’s receipt if, since the date of this Agreement and up to the agreed upon date of the followingLoans, each of which shall be originals there has occurred, in LaSalle’s sole and complete discretion, a material adverse change in the financial condition or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer affairs of the signing Loan PartyBorrower or any Subsidiary; (b) if any Default (as such term is defined below) has occurred or any event which, each dated with the Closing Date giving of notice or lapse of time, or both, would constitute such a Default; (orc) if any litigation or governmental proceeding has been instituted or threatened against the Borrower, any Subsidiary or any of their respective officers or shareholders which, in the case sole discretion of certificates LaSalle, could materially adversely affect the financial condition or operations of governmental officialsthe Borrower or such Subsidiary; (d) if all necessary or appropriate actions and proceedings shall not have been taken in connection with, a recent date before or relating to the Closing Date) transactions contemplated hereby and each all documents incident thereto shall not have been completed and tendered for delivery, in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerLaSalle; (iie) a Note executed by if the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as shall not have tendered for delivery the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement Notes and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identityPledge Agreement, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection together with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection all of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents); Pledged Security (vi) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or term is defined in the aggregate, a Material Adverse Effect, and (cPledge Agreement) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance satisfactory to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebyLaSalle; (viiif) if the Perfection CertificateBorrower shall not have tendered for delivery an Amended and Restated Collateral Safekeeping Agreement, all in form and substance satisfactory to LaSalle; (ixg) if the Security DocumentsBorrower shall not have tendered for delivery a legal opinion, each duly executed by if requested, from the applicable Loan Parties;Borrower’s counsel in form and substance satisfactory to LaSalle and LaSalle’s legal counsel; or (xh) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments if LaSalle shall not have been so filed, registered or recordedreceived, in each caseform and substance satisfactory to LaSalle, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation certificates, affidavits, schedules, resolutions, opinions, notes and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsdocuments which are provided for hereunder, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)or which it may reasonably request. (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender shall not be obligated to make its Loan any loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedentunless: (a) The Administrative Agent’s receipt Interim Notes or Term Notes evidencing such loan shall have been duly executed and delivered to Lender; (b) Borrower shall have executed and delivered to Lender the Supplemental Security Agreement describing the Collateral and stating, except with respect to progress payment fundings, the location thereof; (c) Except with respect to progress payment fundings, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and Security Agreement; (d) Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the followingloan and the Collateral being financed, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedincluding, each properly executed by a Responsible Officer of without limitation, Uniform Commercial Code lien releases and the signing Loan Partyconsent and waiver, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Administrative Agent: (i) executed counterparts real property where any of this Agreement sufficient in number for distribution the Collateral is to the Administrative Agent, each Lender and the Borrowerbe located; (iie) a Note executed All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Borrower in favor of each Lender requesting a Note; (iii) Collateral being financed by such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act loan as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is valid perfected first priority security interest shall have been duly organized or formedeffected, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to enforceabilityLender, due authorizationand all fees, perfection of the Liens in favor the Collateral Agent taxes and “no conflicts” with the First Lien Loan Documents);other charges (vif) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the The representations and warranties of the Loan Parties contained in Article V or any other this Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are Security Agreement shall be true and correct in all material respects, in each case, respects on and as of the Closing Date, except to date of the extent that such representations making of any loan hereunder with the same effect as if made on and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effectdate; (viig) a certificate In the sole judgment of Lender, there shall have been no material adverse change in the financial condition, business or operations of Borrower from the chief earliest date of any financial officer of the Borrowerstatement, credit report, business report or similar document submitted to Lender for its review; (h) All Loan Documents shall be satisfactory to Lender's attorneys; and (i) Lender shall have received, in form and substance satisfactory to the Administrative AgentLender, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis such other documents as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, require including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory but not limited to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoRequest, proof of payment, vendor invoices and certificates of authority and incumbency.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan Loans hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to each of the Lead Arranger and the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement and the Guaranty (in each case, from each of the Loan Parties party thereto), sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) executed counterparts of the Intellectual Property Security Agreement, the Second-Lien Pledge and Security Agreement, the Intercreditor Agreement and the Trademark License Agreement; (iii) if requested by any Lender at least two Business Days before the Closing Date, a Tranche A Note or Tranche B Note executed by the Borrower in favor of each Lender requesting a such Note; (iiiiv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers the Secretary of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each the Responsible Officer Officers thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, qualification (except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect); (vvi) a favorable opinion opinions of Xxxxxx, Xxxx Shearman & Xxxxxxxx Sterling LLP, special counsel to the Loan Parties, and Xxxxxx X. Xxxxxx, Esq., Senior Vice President and General Counsel of the Borrower, each in form and substance reasonably satisfactory to the Lenders and addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)Lender; (vivii) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the each Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Party either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viiviii) a certificate from the chief financial officer signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Section 4.01(f) and (g) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect other than as disclosed in the Borrower's public filings with the SEC on or prior to September 19, satisfactory in form 2003; (C) a calculation of Consolidated EBITDA and substance Consolidated Funded Indebtedness as of the last day of the Fiscal Quarter of the Borrower most recently ended prior to the Administrative Agent, attesting to Closing Date and (D) a list of the Solvency 15 countries (other than the United States) in which the highest percentages of the aggregate gross revenues of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificatefor Fiscal Year 2002 were generated; (ix) evidence that all insurance required to be maintained pursuant to the Security Documents, each duly executed by the applicable Loan PartiesDocuments as specified in Sections 5.10 and 6.07 has been obtained and is in effect; (x) evidence that (A) the Existing Credit Agreement and the Existing Receivables Agreements have been or concurrently with the Closing Date are being terminated or defeased in form and substance reasonably acceptable to the Lead Arranger, (B) all other Loan DocumentsLiens securing obligations under the Existing Credit Agreement and the Existing Receivables Agreements have been or concurrently with the Closing Date are being released and (C) all obligations under the Existing Credit Agreement and the Existing Receivables Agreements have been paid (or, each duly executed in the case of the Existing Receivables Agreements, funds for the payment thereof have been irrevocably set aside on terms and conditions reasonably satisfactory to the Lead Arranger); (xi) a copy of the Investment Policies certified by a Responsible Officer to be true, correct and complete as of the applicable Loan PartiesClosing Date; and (xixii) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as the Administrative Agent, the Lead Arranger or the Required Lenders reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The Administrative Agent and each Lender shall have received all documentation evidence satisfactory to it that the Collateral and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)Guaranty Requirement shall have been satisfied. (c) The No actions, suits, proceedings, claims or disputes shall be pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect. (d) Any fees required to be paid on or before the Closing Date shall have been paid. All accrued and invoiced reasonable fees and expenses of the Administrative Agent and each Lender the Lead Arranger (including the fees and expenses of counsel for the Administrative Agent and the Lead Arranger) shall have received all fees and been paid. (e) There shall have occurred no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect other amounts due and payable to them by than as disclosed in the Borrower Borrower's public filings with the SEC on or prior to September 19, 2003. (f) The representations and warranties of the Closing DateBorrower and each other Loan Party contained in Article V or any other Loan Document, includingor which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of the proposed Borrowing, except to the extent invoiced, reimbursement or payment of all reasonable that such representations and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel warranties specifically refer to the Agents and the Lenders, as applicable); provided thatan earlier date, in the which case of costs and expenses, an invoice for all such fees and expenses they shall be received by the Borrower at least one true and correct as of such earlier date. (1g) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04No Default shall exist, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the would result from such proposed Borrowing. (h) The Administrative Agent shall have received notice from such Lender prior to a Loan Notice in accordance with the proposed Closing Date specifying its objection theretorequirements hereof.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer an authorized officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentLenders and their legal counsel: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerAgreement; (ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting such Notes, each in a Noteprincipal amount equal to such Lender's Committed Sum; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers officers of each Loan Party as the Administrative Agent may require evidencing (A) to establish the authority identities of each Loan Party to enter into this Agreement and verify the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications evidence as the Administrative Agent may reasonably require to evidence verify that each Loan Party and the General Partner is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationorganization and in each other jurisdiction in which it is required to be qualified to engage in business, except to the extent that where such failure to do so could would not reasonably be expected to have a Material Adverse Effect; (v) a favorable certificate signed by a Responsible Officer of each Borrower certifying (A) that the representations and warranties contained in ARTICLE V are true and correct in all respects on and as of such date, (B) no Default or Event of Default has occurred and is continuing as of such date, (C) since December 31, 2001 there has occurred no material adverse change in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Borrowers, any Guarantor, TWC, or any other material Subsidiary of TWC, or any of the businesses, assets or liabilities acquired or assumed or being acquired or assumed by the Borrowers or any of their Subsidiaries, (D) the Borrowers and their Subsidiaries own the assets and businesses reflected on the Initial Pro Formas, including without limitation the Contributed Interests and the Pipeline Assets, free and clear of all Liens other than Permitted Liens and subject to no Indebtedness, and (E) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental authority by or against the Borrowers or any of their Subsidiaries, that in the opinion of Xxxxxxthe Lenders (x) could reasonably be expected to materially and adversely affect the Borrowers, Xxxx & Xxxxxxxx LLPany Guarantor or any material Subsidiary of TWC, or (y) seeks to affect or pertain to any transaction contemplated hereby or the ability of the Borrowers or any Guarantor to perform its obligations under the Loan Documents; (vi) opinions from (A) Vinson &Elkins L.L.P., counsel to each Loan Party and the Genexxx Xxrtner, substantially in the form of EXHIBIT F-1 hereto, and (B) William G. von Glahn, counsel to each Loan PartiesParty and the Generxx Xxxxxxx, addressed xxxxxxxxially in the form of EXHIBIT F-2 hereto; (vii) receipt of the following, in each case in form and substance satisfactory to the Administrative Agent Lenders in their sole discretion: (A) an unaudited pro forma opening balance sheet and each Lender and as to such matters concerning the Loan Parties income statement of Williams LLC and the Loan Documents MLP, in each case both individually and cxxxxxxxxted for the Company and its Subsidiaries; (B) audited consolidated and consolidating balance sheets, income statements and statements of cash flows of the MLP for the period ended December 31, 2001; (C) one-year projections for Williams LLC and the MLP; (D) unaudited balance sheets of Willxxxx XXX as of December 31, 2001, and unaudited income staxxxxxxx and statements of cash flows for Williams LLC for the period ended December 31, 2001; and (E) such otxxx financial information as the Administrative Agent may reasonably request request; (including, without limitation, with respect to enforceability, due authorization, perfection viii) copies of the Liens following, in favor each case in form and substance reasonably satisfactory to the Collateral Agent Lenders: (A) the Contribution Agreement and “no conflicts” with related agreements; (B) all agreements between Williams LLC and the First Lien Loan MLP, and all agreements between Williams XXX xx xhe MLP and TWC or a TWC Affiliate relating to Willixxx LLC, (C) Williams LLC's Organization Documents, and (X) xxx XLP's Organxxxxxxx Documents (collectively, the "BORROWER OPERATING AGREEMENTS"); (viix) a letter from CT Corporation System, Inc., to accept service of process in the State of New York on behalf of the Borrowers and each Guarantor; (x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require; (xi) an opinion (a "SOLVENCY OPINION") that Williams LLC is and, after giving effect to the Borrowing and xxx xxxxsactions contemplated by this Agreement, and to the transactions applicable to Williams LLC contemplated by the Contribution Agreement, will xx "xxxxent" as such term is defined in SECTION 5.18, determined on a stand-alone basis for Williams LLC and not on a consolidated basis. The Solvency Opixxxx xxxll be rendered to or for the Administrative Agent and the Lenders; shall be prepared by an independent third party who is reasonably satisfactory to the Lenders, and shall be in form and substance satisfactory to the Lenders in their sole discretion; and (xii) a certificate signed by a Responsible Officer of the each Borrower certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed Contribution Agreement including the contribution of the Contributed Interests to the MLP and the issuance by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law MLP of its redeemable class B units to GP LLC have occurred or reasonably requested by are occurring concurrently with the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction funding of the Collateral AgentLoans. (b) The Administrative Agent and each Lender All fees required to be paid on or before the Closing Date (including the fees set forth in the Fee Letters) shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)been paid. (c) The Administrative Agent and each Lender Borrowers shall have received all fees and other amounts due and payable to them by the Borrower on paid or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of reimbursed all reasonable and documented out-of-pocket fees and expenses (including the legal fees costs and expenses of King & Spalding LLPthe Administrative Agent and the Lenders including, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLPwithout limitation, counsel Attorney Costs of the Administrative Agent to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day extent invoiced prior to the Closing Date for payment to be required as a condition to or on the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender shall not be obligated to make its Loan any loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedentunless: (a) The Administrative Agent’s receipt Interim Notes or Term Notes evidencing such loan shall have been duly executed and delivered to Lender. (b) Borrower shall have executed and delivered to Lender the Supplemental Security Agreement describing the Collateral and stating except with respect to progress payment fundings, the location thereof; (c) Except with respect to progress payment fundings, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and Security Agreement; (d) Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the followingloan and the Collateral being financed, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedincluding, each properly executed by a Responsible Officer of without limitation, Uniform Commercial Code lien releases and the signing Loan Partyconsent and waiver, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Administrative Agent:real property where any of the Collateral is to be located; (ie) executed counterparts All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, pro-serve and perfect its security interest in the Collateral being financed by such loan as a valid perfected first priority security interest shall have been duly effected, Including. without limitation, the filing of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender financing statements and the recordation of landlord (owners) and/or mortgages waivers or disclaimers, all in form and substance satisfactory to Leader, and all fees, taxes and other charger relating to such filings and recordings shall have been paid by Borrower; (iif) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents); (vi) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the The representations and warranties of the Loan Parties contained in Article V or any other this Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are Security Agreement shall be true and correct in all material respects, in each case, respects on and as of the Closing Date, except to date of the extent that such representations making of any loan hereunder with the same effect as if made on and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effectdate; (viig) a certificate In the sole judgment of Lender, there shall have been no material adverse change in the financial condition, business or operations of Borrower from the chief most recent date of any financial officer of the Borrowerstatement, credit report, business report or similar document submitted to Lender for its review; (h) All Loan Documents shall be satisfactory to Lender's attorneys; and (i) Lender shall have received, in form and substance satisfactory to the Administrative AgentLender, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis such other documents as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, require including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented but not limited to, approved or accepted or to be satisfied witha Request, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoproof of payment, vendor invoices and certificates of authority and incumbency.

CONDITIONS OF BORROWING. The obligation of each Second Lien Lender to make its Loan Second Lien Loans hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Second Lien Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Second Lien Administrative AgentAgent and each of the Second Lien Lenders: (i) executed counterparts of this Agreement and the Second Lien Pledge and Security Agreement, each executed by each Loan Party, sufficient in number for distribution to the Second Lien Administrative Agent, each Second Lien Lender and the BorrowerLoan Party Representative; (ii) a Note original Notes executed by the Borrower Borrowers in favor of each Second Lien Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officers Officer or the Secretary of each Loan Party as the Second Lien Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer on behalf of such Loan Party in connection with this Agreement and the other Second Lien Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Second Lien Administrative Agent may reasonably require to evidence that each Loan Party of the Consolidated Parties is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to qualification and where the extent that failure to do be so qualified could not reasonably be expected to have a Material Adverse Effect, including, certified copies of the Organization Documents of the Loan Parties, certificates of good standing and/or qualification to engage in business of the Loan Parties; (v) a favorable opinion opinions of Xxxxxx, Xxxx & Xxxxxxxx LLP, special counsel to and local counsel for the Loan Parties, addressed to the Second Lien Administrative Agent and each Lender and Second Lien Lender, as to the matters set forth in Exhibit F hereto and such other matters concerning the Loan Parties Parties, the Second Lien Loan Documents, the Collateral and the Loan Documents consents and approvals from Governmental Authorities referred to in clause (vi) below as the Second Lien Administrative Agent and the Syndication Agent may reasonably request request; (vi) a certificate of a Responsible Officer or the Secretary of the Loan Party Representative either attaching copies of, or describing, all Governmental Authorizations (including FCC Licenses and PUC Authorizations), and all material consents and approvals of shareholders and other Persons, required in connection with the execution, delivery and performance by each Loan Party, and the validity against such Loan Party of the Second Lien Loan Documents and the other Transaction Documents to which it is a party (including, without limitation, the expiration, without imposition of material conditions, of all applicable waiting periods in connection with respect to enforceabilitythe transactions contemplated by the Second Lien Loan Documents and the other Transaction Documents), due authorizationand such consents, perfection licenses and approvals shall be in full force and effect; (vii) copies of the Liens financial statements referred to in favor the Collateral Agent and “no conflicts” with the First Lien Loan DocumentsSections 5.05(a) through (c); (viviii) a certificate signed by a Responsible Officer or the Secretary of Holdings certifying (A) that the conditions specified in Sections 4.01(n) and (o) have been satisfied, and (B) that there has been no event or circumstance since the date of the Borrower certifying most recent Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (aix) evidence that all insurance required to be maintained pursuant to the Second Lien Loan Documents has been obtained and is in full force; (x) a Perfection Certificate duly completed by the Loan Party Representative for the Loan Parties; (xi) satisfactory evidence that the Senior Administrative Agent has received original certificates evidencing all of the issued and outstanding shares of capital stock or other certificated Equity Interests (including, if available on the Closing Date, the SCCs) required to be pledged pursuant to the terms of the Second Lien Pledge and Security Agreement, which certificates shall be accompanied by undated stock powers duly executed in blank by each relevant pledgor; (xii) satisfactory evidence that the Senior Administrative Agent has received the original Intercompany Notes required to be pledged pursuant to the terms of the Second Lien Pledge and Security Agreement, duly endorsed in blank by each relevant pledgor; (xiii) search reports by a party acceptable to the Second Lien Administrative Agent, dated a date reasonably near (but prior to) the Closing Date, listing all effective UCC financing statements, tax liens and judgment liens which name any Loan Party, as the debtor, and which are filed in the jurisdictions in which the Loan Parties are organized, and in such other jurisdictions as the Second Lien Administrative Agent may reasonably request, together with copies of such financing statements (none of which (other than financing statements filed pursuant to the terms hereof in favor of the Second Lien Administrative Agent and financing statements in favor of the Senior Administrative Agent pursuant to the terms of the Senior Credit Agreement, if such search report is current enough to list such financing statements) shall cover any of the Collateral, other than Liens existing on the date hereof and listed on Schedule 7.01 and other Permitted Liens); (xiv) with respect to the Intellectual Property Collateral, search results from the United States Patent and Trademark Office and United States Copyright Office to the extent any patents, trademarks or copyrights form a part of the Collateral; (A) acknowledgment copies of UCC financing statements (or delivery in proper form for filing) naming each Loan Party as the debtor and the Second Lien Administrative Agent as the secured party, which such UCC financing statements have been filed, or have been delivered to the Second Lien Administrative Agent for filing, under the UCC of all jurisdictions as may be necessary or, in the opinion of the Second Lien Administrative Agent, desirable to perfect the first priority security interest of the Second Lien Administrative Agent pursuant to the Second Lien Pledge and Security Agreement; (B) evidence satisfactory to the Second Lien Administrative Agent of the filing (or delivery to the Second Lien Administrative Agent for filing) of the Second Lien Intellectual Property Security Agreements with the United States Patent and Trademark Office and United States Copyright Office; and (C) such control agreements and deposit agreements as reasonably requested by the Second Lien Administrative Agent with respect to the Collateral under the Second Lien Pledge and Security Agreement in which a security interest may be perfected by "control" (as defined in the relevant UCC), in each case, duly executed and delivered or authenticated by the parties thereto; (xvi) evidence that all other action that the Second Lien Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Second Lien Collateral Documents has been taken; (xvii) the Intercreditor Agreement duly executed by the Loan Party Representative, the Senior Administrative Agent and the Second Lien Administrative Agent; (xviii) certified copies of all Transaction Documents (other than the Second Lien Loan Documents), which shall be in form and substance reasonably satisfactory to the Second Lien Arrangers and the Second Lien Administrative Agent; (xix) a duly completed Compliance Certificate giving effect to the Transaction on a Pro Forma Basis as of the last day of the fiscal quarter of Holdings most recently ended prior to the Closing Date, signed by a Responsible Officer of Holdings, which shall reflect that (A) the ratio of (1) the outstanding amount of Consolidated Funded Indebtedness as of such date (other than any outstanding Senior Subordinated Loans) to (2) Consolidated EBITDA for the period of the four consecutive fiscal quarters ended as of such date is not greater than 5.3:1.0 and (B) the Consolidated Total Leverage Ratio as of such date is not greater than 5.8:1.0; (xx) a duly completed Second Lien Loan Notice executed by a Responsible Officer of the Loan Party Representative which shall specify, among other things, each Applicable Borrower making a Borrowing on the Closing Date; and (xxi) such other assurances, certificates, documents, consents and waivers, estoppel certificates, or opinions as the Second Lien Administrative Agent or the Required Lenders reasonably may require. (b) The Second Lien Arrangers and the Second Lien Administrative Agent shall be satisfied that the Transaction has been consummated in accordance with the Transaction Documents or that satisfactory arrangements for such transactions, and for the application of the proceeds thereof, have been made. (c) The Second Lien Arrangers and the Second Lien Administrative Agent shall be satisfied that, concurrently with the Closing Date, all existing Indebtedness of the Consolidated Parties (including the Existing Subordinated Notes) has been repaid, redeemed or defeased in full or otherwise satisfied and extinguished, except the Indebtedness permitted pursuant to Section 7.03, and all Liens securing such obligations have been or concurrently with the Closing Date are being released, other than the Liens being amended and restated pursuant to the Senior Loan Documents, the Liens listed on Schedule 7.01 and other Permitted Liens. (d) After giving effect to the transactions contemplated by the Transaction Documents, the Second Lien Arrangers and the Second Lien Administrative Agent shall be reasonably satisfied with, the corporate, capital and ownership structure (including, without limitation, the organizational documents and each agreement and instrument relating thereto, and the amount, terms and holders of intercompany Indebtedness) of the Consolidated Parties. (e) The Second Lien Arrangers and the Second Lien Administrative Agent shall be satisfied that (A) the Consolidated Parties will be able to meet their obligations under all employee and retiree welfare plans, (B) the employee benefit plans of Holdings and its ERISA Affiliates are, in all material respects, funded in accordance with minimum statutory requirements, (C) no Reportable Event, but excluding events for which reporting has been waived, has occurred as to any such employee benefit plan and (D) no termination of, or withdrawal from, any such employee benefit plan has occurred or is contemplated that could reasonably be expected to result in any material liability. (f) There shall exist (i) no order, decree, judgment, ruling, injunction, writ, temporary restraining order or other order of any nature issued by any court or Governmental Authority or (ii) no action, suit, investigation, litigation, claim, dispute or proceeding, pending, or to the knowledge of the Loan Party Representative, threatened or contemplated, at law or in equity, in arbitration or before any Governmental Authority by or against any Consolidated Party or against any of their respective properties or revenues, in each case, that (A) purports to affect, pertain to or enjoin or restrain the execution, delivery and performance of the Second Lien Loan Documents and any other Transaction Document or any transactions contemplated hereby or thereby, (B) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or (C) purports to affect the legality, validity or enforceability of any Second Lien Loan Document or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby. (g) No Law shall be applicable, in the judgment of the Second Lien Arrangers and the Second Lien Administrative Agent, in each case that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Second Lien Loan Documents and the other Transaction Documents or the rights of the Loan Parties thereunder, to freely transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them, except for the consents and approvals of the FCC and any applicable PUC that would be necessary in connection with a change of control of certain Loan Parties or the transfer or assignment of certain Governmental Authorizations. (h) On the Closing Date after giving effect to the transactions contemplated by the Transaction Documents, the Borrowers shall have received gross proceeds from the Senior Loans and the Senior Subordinated Loans, which when aggregated with the proceeds of the Second Lien Loans, shall be sufficient to, and shall be used to, consummate the transactions contemplated in the Transaction Documents to be consummated on the Closing Date, including the payment of bonuses to management of the Consolidated Parties and to pay fees and expenses in connection with the Transaction in amounts approved by the Second Lien Arrangers. (i) The Second Lien Administrative Agent shall have received certification as to the financial condition and solvency of each Loan Party after giving effect to the transactions contemplated by the Transaction Documents by the chief financial officer of Holdings. (j) The Second Lien Loans shall have received a debt rating from Xxxxx'x and S&P. (k) The Commitment Letter and Fee Letter shall be in full force and effect and Holdings shall have complied with all of its obligations thereunder. (l) Any fees and expenses required to be paid on or before the Closing Date shall have been paid, including those fees and expenses set forth in the Commitment Letter and Fee Letter, or shall be paid from the proceeds of the initial Second Lien Loans on the Closing Date. (m) The Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Second Lien Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional reasonable amounts of fees, charges and disbursements of counsel to the Second Lien Administrative Agent as shall constitute its reasonable estimate of fees, charges and disbursements of counsel to the Second Lien Administrative Agent incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts among the Borrowers and the Second Lien Administrative Agent) or such amounts shall be paid from the proceeds of the initial Second Lien Loans on the Closing Date. (n) The representations and warranties of the Loan Parties contained in Article V or any other Second Lien Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are shall be true and correct in all material respects, in each case, respects on and as of the Closing Datedate of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or shall be true and correct in all material respects, as the case may be, respects as of such earlier date and date. (2o) no No Default exists shall exist, or would result from the borrowing of the Loans such proposed Borrowing or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.0410.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Second Lien Lender that has signed this Agreement shall be deemed to have Consented consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented consented to or approved by or acceptable or satisfactory to a Second Lien Lender unless the Second Lien Administrative Agent shall have received notice from such Second Lien Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Unless waived by all the Lenders (or by the Agent with respect to immaterial matters or items specified in clause (iv) or (v) below with respect to which the Borrower has given assurances satisfactory to the Agent that such items shall be delivered promptly following the Closing Date), the Agent’s 's receipt of the following, each of which shall be originals or telecopies or, except as otherwise specified, facsimiles (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note original Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment; (iii) original executed counterparts of each Guaranty, sufficient in number for distribution to the Agent, each Lender and the Borrower; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) to establish the authority identities of each Loan Party to enter into this Agreement and verify the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivv) copies of each Loan Party’s Organization Documents and such other documents and certifications evidence as the Administrative Agent may reasonably require to evidence verify that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownershipin which it is required to be qualified to engage in business, lease or operation including certified copies of properties or the conduct each Loan Party's Organization Documents, certificates of its good standing and/or qualification to engage in business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)tax clearance certificates; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (aA) that the conditions specified in Sections 4.02(a) and (1b) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correcthave been satisfied, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has ---------------- --- been no event or circumstance since May 1December 31, 2021, that 2001 which has had or could be reasonably expected to have, either individually or in the aggregate, have a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from an opinion of counsel to each Loan Party substantially in the chief financial officer form of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby;Exhibit I; --------- (viii) such other assurances, certificates, documents, consents or opinions as the Perfection Certificate; (ix) Agent or the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or Required Lenders reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The Administrative Unless waived by all the Lenders, the Agent's receipt of the following, each of which shall be originals or, except as otherwise specified, facsimiles (followed promptly by originals), each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date and each in form and substance satisfactory to the Agent and its legal counsel: (i) executed and notarized original Deed of Trust in proper form for recording in King County, Washington, encumbering Xxxxxx Plaza; (ii) (A) ALTA extended coverage lender's title insurance policy (1970 form with 1984 amendments) or unconditional commitment therefor (the "Title Policy") issued by Chicago Title ------------ Insurance Company (the "Title Company"), in an amount not less than -------------- the Aggregate Commitments, insuring fee simple title to Xxxxxx Plaza vested in the Borrower and assuring the Agent that the Deed of Trust creates a valid and enforceable Lien on Xxxxxx Plaza as security for the Secured Obligations (as defined in the Deed of Trust) prior and superior in right to any other Person, subject only to a standard survey exception and other exceptions approved by the Lenders in writing, which Title Policy (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by the Agent or any Lender and (2) shall provide for affirmative insurance and such reinsurance as the Agent or any Lender may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Agent and the Lenders; and (B) evidence satisfactory to the Agent that the Borrower has (1) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Title Policy and (2) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Title Policy and all recording and stamp taxes payable in connection with recording the Deed of Trust in the King County, Washington real estate records; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy; (iv) (A) evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as to whether (1) Xxxxxx Plaza is located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "Flood Hazard Property") and (2) the community in which ---------------------- Xxxxxx Plaza is located is participating in the National Flood Insurance Program, (B) if Xxxxxx Plaza is a Flood Hazard Property, the Borrower's written acknowledgement of receipt of written notification from the Agent (1) as to whether Xxxxxx Plaza is a Flood Hazard Property and (2) as to whether the community in which Xxxxxx Plaza is located is participating in the National Flood Insurance Program, and (C) in the event Xxxxxx Plaza is a Flood Hazard Property and the community in which it is located participates in the National Flood Insurance Program, evidence that the Borrower has obtained flood insurance in respect of Xxxxxx Plaza to the extent required under the applicable regulations of the FRB; (v) executed original Certificate and Indemnity, sufficient in number for distribution to the Agent, each Lender shall and the Borrower; (vi) copies of the Environmental Reports and each other environmental site assessment prepared by or for the Borrower with respect to Xxxxxx Plaza, stating that, except as disclosed in the Environmental Reports, Xxxxxx Plaza is free from Hazardous Materials and that operations conducted thereon are in compliance with all Environmental Laws; (vii) originals of Subordination Agreements executed by Seattle TV, Civia, Xxxxxx Communications, Xxxxxx Properties, Xxxxxx Entertainment and Xxxxxx Pathways with respect to the leases or other agreements entered by such Persons with respect to space occupied by such Persons in Xxxxxx Plaza; and (viii) evidence that all other actions necessary or, in the opinion of the Agent or any Lender, desirable to perfect and protect the first priority Lien created by the Security Documents, and to enhance the Agent's ability to preserve and protect its interests in and access to the Collateral, have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)been taken. (c) The Administrative Agent Agent's receipt of a construction budget indicating that the cost to complete Xxxxxx Plaza from its state of completion as of the Closing Date is not more than the amount of capital expenditures permitted under Section ------- 7.11, certified by a Responsible Officer of the Borrower as being the Borrower's ---- best estimate and each Lender prepared in good faith. (d) The Agent's receipt of evidence that the Master Services Agreement is (i) in full force and effect, (ii) obligates Seattle TV to lease not less than 85,000 square feet of space at a Fair Market Rental Rate for a period commencing not later than January 1, 2005 and ending not earlier than January 1, 2012 and (iii) is in form and substance reasonably acceptable to the Lenders. (e) The Agent's receipt of evidence that all of the condition precedent to the making of the initial loans under the Xxxxxx Broadcasting Credit Documents have been satisfied or waived. (f) The Agent's receipt of evidence that (i) all of the conditions precedent to the making of the initial loans under the Xxxxxx Communications Margin Loan Agreement have been satisfied or waived (ii) all of the conditions precedent to the transactions contemplated by the Xxxxxx Communications Forward Sale Documents have been satisfied or waived and (iii) Xxxxxx Communications shall have received the proceeds of the initial loans made under the Xxxxxx Communications Margin Loan Agreement in an amount not less than $40,000,000 and applied such proceeds to the loans made under the agreement described in clause (a) of the definition of Existing Credit Facilities. (g) The Agent's receipt of evidence that each of the Existing Credit Facilities has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Facilities have been or concurrently with the Closing Date are being released. (h) The Agent's receipt of a certificate from the Borrower's insurance broker or other evidence satisfactory to the Agent that all insurance required to be maintained pursuant to Article 4 of the Deed of Trust is in full force and effect and that the Agent on behalf of itself and the Lenders has been named as additional insured and/or loss payee thereunder to the extent required under Article 4 of the Deed of Trust. (i) Any fees and other amounts due and payable required to them be paid on or before the Closing Date shall have been paid. (j) Unless waived by the Agent, the Borrower on or shall have paid all Attorney Costs of the Agent to the extent invoiced prior to or on the Closing Date, including, to the extent invoiced, reimbursement or payment plus such additional amounts of all Attorney Costs as shall constitute its ---- reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses estimate of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted Attorney Costs incurred or to be satisfied with, each document or other matter required thereunder to be Consented to or approved incurred by or acceptable or satisfactory to it through the closing proceedings (provided that such estimate shall not thereafter preclude a Lender unless final settling of accounts between the Administrative Agent shall have received notice from such Lender prior to Borrower and the proposed Closing Date specifying its objection theretoAgent).

CONDITIONS OF BORROWING. The obligation of each Lender shall not be obligated to make its Loan the loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedentunless: (a) The Administrative Agent’s receipt Term Note evidencing such loan shall have been duly executed and delivered to Lender; (b) Borrower shall have executed and delivered to Lender the Supplemental Security Agreement describing the Collateral and stating, except with respect to progress payment fundings, the location thereof; (c) Except with respect to progress payment fundings, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and Security Agreement; (d) Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the followingloan and the Collateral being financed, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedincluding, each properly executed by a Responsible Officer of without limitation, Uniform Commercial Code lien releases and the signing Loan Partyconsent and waiver, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative AgentLender, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the real property where any of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or Collateral is to be a party located; (e) All filings, recordings and (B) other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the identity, authority and capacity of each Responsible Officer thereof authorized to act Collateral being financed by such loan as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is valid perfected first priority security interest shall have been duly organized or formedeffected, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to enforceabilityLender, due authorizationand all fees, perfection of the Liens in favor the Collateral Agent taxes and “no conflicts” with the First Lien Loan Documents); other charges relating to such filings and recordings shall have been paid by Borrower; (vif) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the The representations and warranties of the Loan Parties contained in Article V or any other this Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are Security Agreement shall be true and correct in all material respects, in each case, respects on and as of the Closing Date, except to date of the extent that such representations making of any loan hereunder with the same effect as if made on and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and date; (2g) In the sole judgment of Lender, there shall have been no Default exists material adverse change in the financial condition, business or would result operations of Borrower from the borrowing earliest date of the Loans any financial statement, credit report, business report or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected similar document submitted to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effectLender for its review; (viih) a certificate from the chief financial officer of the BorrowerAll Loan Documents shall be satisfactory to Lender's attorneys; and (i) Lender shall have received, satisfactory in form and substance satisfactory to the Administrative AgentLender, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis such other documents as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, require including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented but not limited to, approved or accepted or to be satisfied witha Request, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoproof of payment, vendor invoices and certificates of authority and incumbency.

CONDITIONS OF BORROWING. The obligation of each Lender to make its the Term Loan hereunder on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or telecopies other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty or the Lenders, as applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iviii) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, existing and in good standing and qualified to engage in business in each under the Laws of the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationincorporation, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectorganization or formation; (viv) a favorable opinion opinions of Xxxxxx, Xxxx & Xxxxxxxx (A) Blank Rome LLP, counsel to the Loan Parties, (B) Xxxx & Xxxxxx LLP, local Alabama real estate counsel to the Loan Parties, and (C) Xxxxxx Xxxxxx Gervais LLP, Canadian counsel to the Loan Parties and Xxxxxxx XxXxxxxx, special Nova Scotia counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)request; (viv) a certificate signed by a Responsible Officer of the Lead Borrower certifying (aA) that (1) the representations and warranties of the Loan Parties contained conditions specified in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewithSections 4.01(b), (Ac) which are qualified by materiality are true and correct, and (Bd) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereofhave been satisfied, (bB) that there has been no event or circumstance since May 1, 2021, the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; provided that solely on the Closing Date for purposes of determining whether the condition precedent in this clause (v)(B) is satisfied and for purposes of compliance on the Closing Date with the representations and warranties contained in Section 5.05(c) and Section 5.15, it is agreed that (i) any non-cash adjustment to prior period financial statements shall not constitute a Material Adverse Effect, individually or in the aggregate; (ii) the domestic and international effects of the COVID-19 pandemic, including without limitation, the effects on the Loan Parties’ business, results of operations, financial condition, and/or the Loan Parties’ business and contractual arrangements with vendors, suppliers, landlords and other persons with whom the Loan Parties do business, shall not constitute a Material Adverse Effect, individually or in the aggregate; and (ciii) any event or condition that has occurred and could be reasonably evident by review of the diligence provided to the Administrative Agent, shall not constitute a Material Adverse Effect, individually or in the aggregate, in each case to the extent occurred on or before the Closing Date as a result of the COVID-19 pandemic and disclosed to the Administrative Agent on or before the Closing Date, (C) either that (1) no consents, licenses or approvals (other than those referenced in Section 4.01(a)(iii) of this Agreement) are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; , (viiD) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries Loan Parties on a consolidated Consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebyhereby and (E) a calculation of Consolidated Fixed Charge Coverage Ratio as of the Fiscal Quarter ended August 1, 2020, in form and detail reasonably satisfactory to the Administrative Agent; (viiivi) evidence that all insurance required to be maintained pursuant to the Perfection CertificateLoan Documents and all endorsements in favor of the Agents required under the Loan Documents have been obtained and are in effect; (ixvii) the Security DocumentsDocuments (including, without limitation, the Mortgage and the Blocked Account Agreements satisfactory in form and substance to the Administrative Agent with each Blocked Account Bank (it being agreed that, prior to the Discharge of ABL Obligations, the form agreed by the ABL Agent (other than with respect to Term Loan Priority Account) shall be deemed to be reasonably acceptable to the Agents so long as the Collateral Agent is a party thereto and such agreement provides for the same rights in favor of the Collateral Agent as provided to the ABL Agent, subject to the Intercreditor Agreement)), each duly executed by the applicable Loan Parties; (xviii) all other Loan Documents, each duly executed by the applicable Loan Parties and the other parties thereto; (ix) (A) appraisal by a third party appraiser of all Inventory of the Borrowers, dated as of October 31, 2019, the results of which are satisfactory to the Administrative Agent (including a call with such third party appraiser), (B) the Initial IP Appraisal, the results of which are satisfactory to the Administrative Agent in its discretion and on which the Administrative Agent and each Lender are specifically permitted to rely (including a call with Hilco), (C) a written report regarding the results of a commercial finance examination by a third party examiner of the Loan Parties; and, dated as of July 9, 2020, which shall be satisfactory to the Administrative Agent rely (including a call with such third party examiner) and (D) appraisal by a third party appraiser of the Alabama Property, dated as of April 1, 2020, the results of which are satisfactory to the Administrative Agent; (x) results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, or subordination agreements reasonably satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Collateral Agent for the delivery of such termination statements and releases have been made; (xi) (A) all documents and instruments, certificates of title (with respect to Eligible FF&E), including Uniform Commercial Code UCC (including fixture filings in the U.S. or Canada) and PPSA financing statementsstatements and Intellectual Property filings, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first Liens (having the priority Liens contemplated by the Loan Documents) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, recorded to the reasonable satisfaction of the Collateral AgentAgent and (B) the Credit Card Notifications and Blocked Account Agreements required pursuant to Section 6.13 hereof; and (xii) such other assurances, certificates, documents, consents or opinions as the Agents reasonably may require. (b) The representations and warranties of each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Closing Date, except (i) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date. (c) No Default or Event of Default shall exist, or would result from the Borrowing of the Term Loan on the Closing Date or from the application of the proceeds thereof. (d) The Administrative Agent shall be satisfied that after giving effect to (i) the funding of the Term Loan hereunder and (ii) consummation of the transactions and payment of all fees and expenses in connection therewith, Liquidity shall be at least the lesser of (A) $125,000,000 (including the ABL Excess Availability of not less $100,000,000) and (B) an amount determined by the Administrative Agent in due diligence to be sufficient to fund operations of the Loan Parties and their respective Subsidiaries. For purposes of calculating ABL Excess Availability as of the date hereof, the Lead Borrower, on behalf of the Borrowers, shall certify to the Administrative Agent that all accounts payable, lease payments, payments due under Indebtedness (other than the Obligations), and Taxes are current consistent with current Borrowers’ practices given the COVID-19 environment and excluding good faith disputes and any other items disclosed to the Collateral Agent prior to the Closing Date. (e) The Administrative Agent shall have received a Term Loan Borrowing Base Certificate dated the Closing Date, relating to the month ended on August 31, 2020, and executed by a Responsible Officer of the Lead Borrower. (f) The Administrative Agent shall have received (i) Audited Financial Statements; (ii) unaudited quarterly financial statements (including an income statement and a balance sheet) for each quarter ending on or about April 30, 2020 and July 31, 2020 (the “Interim Financial Statements”); (iii) a closing balance sheet adjusted to give effect to the transactions contemplated hereby; all of the foregoing in form and substance acceptable to the Administrative Agent, and (iv) the Financial Performance Projections for the Fiscal Year following the Closing Date (on a monthly basis) and for each Fiscal Year thereafter through the 2023 Fiscal Year (on an annual basis). (g) The Administrative Agent shall be reasonably satisfied that the Audited Financial Statements, the Interim Financial Statements and projections, delivered to it fairly present the business and financial condition of the Loan Parties and that there has been no Material Adverse Effect since the date of the most recent financial information delivered to the Administrative Agent; provided that for purposes of this condition precedent, it is agreed that (i) any non-cash adjustments to prior period financial statements shall not constitute a Material Adverse Effect, individually or in the aggregate; (ii) the domestic and international effects of the COVID-19 pandemic, including without limitation, the effects on the Loan Parties’ business, results of operations, financial condition, and/or the Loan Parties’ business and contractual arrangements with vendors, suppliers, landlords and other persons with whom the Loan Parties do business, shall not constitute a Material Adverse Effect, individually or in the aggregate; and (iii) any event or condition that has occurred and could be reasonably evident by review of the diligence provided to the Administrative Agent, shall not constitute a Material Adverse Effect, individually or in the aggregate. (h) The Administrative Agent shall have received and be satisfied with a Store and e-Commerce statistics, fleet optimization initiative, recent accounts receivables and accounts payables aging and inventory stock ledger summary. (i) The Administrative Agent shall have attended a virtual meeting the Loan Parties’ senior management. (j) Substantially concurrently with the satisfaction of other conditions precedent set forth in this Section 4.01, the Borrowers and the other Loan Parties shall have entered into ABL Second Amendment and the Administrative Agent shall have received (i) a counterpart of the Intercreditor Agreement, signed by the ABL Agent, the Administrative Agent and each Lender acknowledged by the Loan Parties party thereto, and (ii) a certificate signed by a Responsible Officer certifying that true, correct and complete copies of all material documents relating to the ABL Second Amendment (A) have been delivered to Administrative Agent on or prior to the Closing Date, and (B) are in full force and effect. (k) There shall not be pending any litigation or other proceeding, the result of which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (l) There shall not have occurred any material default of any Material Contract of any Loan Party, the ABL Loan Documents or any documents or agreements evidencing any Material Indebtedness. (m) The consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document. (n) All fees required to be paid to the Agents on or before the Closing Date shall have been paid in full, and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid in full. (o) The Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (p) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation limitation, the USA PATRIOT Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (and the “Patriot Act”)Canadian AML Legislation. (cq) The Administrative Agent and each Lender No material changes in governmental regulations or policies affecting any Loan Party or any Credit Party shall have received all fees and other amounts due and payable to them by the Borrower on or occurred prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation effectiveness of each Lender to make its Loan hereunder on the Closing Date amendment and restatement of the Replaced Credit Facility by this Agreement is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) fully executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note[reserved;]; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Borrower (on behalf of each of the Loan Parties), addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)request; (vi) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the each Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Party either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no applicable consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate from the chief financial officer signed by a Responsible Officer of the BorrowerParent certifying (A) that each Consolidated Party is in compliance in all material respects with all existing contractual financial obligations, satisfactory in form (B) all governmental, shareholder and substance third party consents and approvals necessary for the Loan Parties to enter into the Administrative AgentLoan Documents and fully perform thereunder, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date if any, have been obtained, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated herebytherein to occur on such date, (1) each of the Loan Parties is solvent, (2) no Default or Event of Default exists, (3) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations were true and correct as of such earlier date, and (y) for purposes of the representations and warranties set forth in Section 5.13, to the extent of changes resulting from transactions and other events contemplated or not prohibited by this Agreement or the other Loan Documents and changes occurring in the ordinary course of Borrower’s business, and (4) the Loan Parties are in compliance with each of the financial covenants set forth in Section 7.11 (and including detailed calculations of each such financial covenant); (D) that, to such Responsible Officer’s knowledge, there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (E) the current Debt Ratings; (viii) evidence that all insurance required to be maintained pursuant to the Perfection Certificate;Loan Documents has been obtained and is in effect; and (ix) such other assurances, certificates, documents or consents as the Security Documents, each duly executed by Administrative Agent or the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or Required Lenders reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The There shall not have occurred a material adverse change since December 31, 2014, in the business, assets, operations, or condition (financial or otherwise) of the Borrower and the other Consolidated Parties taken as a whole, as reasonably determined by the Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)Agent. (c) The There shall not exist any action, suit, investigation, or proceeding pending or threatened, in any court or before any arbitrator or governmental authority that could have a Material Adverse Effect, as reasonably determined by the Administrative Agent. (d) Any fees required to be paid on or before the Closing Date shall have been paid. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and each Lender shall have received all fees and other amounts due and payable (directly to them such counsel if requested by the Borrower on or Administrative Agent) to the extent invoiced prior to or on the Closing Date, includingplus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the extent invoiced, reimbursement or payment closing proceedings (provided that such estimate shall not thereafter preclude a final settling of all reasonable and documented out-of-pocket fees and expenses (including accounts between the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents Borrower and the Lenders, as applicableAdministrative Agent); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation Notwithstanding any other provision of each Lender this Agreement, LaSalle shall not be required to make its Loan hereunder on extend the Closing Date is subject to satisfaction of the following conditions precedent:Loans; (a) The Administrative Agent’s receipt if, since the date of this Agreement and up to the agreed upon date of the followingLoans, each of which shall be originals there has occurred, in LaSalle's sole and complete discretion, a material adverse change in the financial condition or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer affairs of the signing Loan PartyBorrower or any Subsidiary; (b) if any Default (as such term is defined below) has occurred or any event which, each dated with the Closing Date giving of notice or lapse of time, or both, would constitute such a Default; (orc) if any litigation or governmental proceeding has been instituted or threatened against the Borrower, any Subsidiary or any of their respective officers or shareholders which, in the case sole discretion of certificates LaSalle, could materially adversely affect the financial condition or operations of governmental officialsthe Borrower or such Subsidiary; (d) if all necessary or appropriate actions and proceedings shall not have been taken in connection with, a recent date before or relating to the Closing Date) transactions contemplated hereby and each all documents incident thereto shall not have been completed and tendered for delivery, in form and substance satisfactory to the Administrative Agent: LaSalle, including, but not limited to, LaSalle's failure to have received evidence that: (i) executed counterparts of this Agreement sufficient in number for distribution the Borrower has received all necessary regulatory approvals to acquire the Administrative Agent, each Lender Subsidiiary Stock; and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) has provided such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party notices to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and all appropriate federal banking agencies as to such matters concerning satisfy the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request requirements of 12 U.S.C. section 1817(j) (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents9)(E); (vie) a certificate signed by a Responsible Officer if the Borrower shall not have tendered for delivery the Notes and the Pledge Agreement, together with all of the Borrower certifying Pledged Security (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or term is defined in the aggregate, a Material Adverse Effect, and (cPledge Agreement) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance satisfactory to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebyLaSalle; (viiif) if the Perfection CertificateBorrower shall not have tendered for delivery an Amended and Restated Collateral Safekeeping Agreement, all in form and substance satisfactory to LaSalle; (ixg) if the Security DocumentsBorrower shall not have tendered for delivery a legal opinion, each duly executed by if requested, from the applicable Loan Parties;Borrower's counsel in form and substance satisfactory to LaSalle and LaSalle's legal counsel; or (xh) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments if LaSalle shall not have been so filed, registered or recordedreceived, in each caseform and substance satisfactory to LaSalle, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation certificates, affidavits, schedules, resolutions, opinions, notes and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsdocuments which are provided for hereunder, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)or which it may reasonably request. (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender shall not be obligated to make its Loan any ----------------------- loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedentunless: (a) The Administrative Agent’s receipt Interim Notes or Term Notes evidencing such loan shall have been duly executed and delivered to Lender; (b) Borrower shall have executed and delivered to Lender the Supplemental Security Agreement describing the Collateral and stating, except with respect to progress payment fundings, the location thereof; (c) Except with respect to progress fundings, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and Security Agreement; (d) Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the followingloan and the Collateral being financed, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedincluding, each properly executed by a Responsible Officer of without limitation, Uniform Commercial Code lien releases and the signing Loan Partyconsent and waiver, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Administrative Agent: (i) executed counterparts real property where any of this Agreement sufficient in number for distribution the Collateral is to the Administrative Agent, each Lender and the Borrowerbe located; (iie) a Note executed All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Borrower in favor of each Lender requesting a Note; (iii) Collateral being financed by such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act loan as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is valid perfected first priority security interest shall have been duly organized or formedeffected, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to enforceabilityLender, due authorizationand all fees, perfection of the Liens in favor the Collateral Agent taxes and “no conflicts” with the First Lien Loan Documents)other charges relating to such filings and recordings shall have been paid by Borrower; (vif) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the The representations and warranties of the Loan Parties contained in Article V or any other this Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are Security Agreement shall be true and correct in all material respects, in each case, respects on and as of the Closing Date, except to date of the extent that such representations making of any loan hereunder with the same effect as if made on and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effectdate; (viig) a certificate In the sole judgment of Lender, there shall have been no material adverse change in the financial condition, business or operations of Borrower from the chief earliest date of any financial officer of the Borrowerstatement, credit report, business report or similar document submitted to Lender for its review; (h) All Loan documents shall be satisfactory to Lender's attorneys; and (i) Lender shall have received, in form and substance satisfactory to the Administrative AgentLender, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis such other documents as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Daterequire, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory but not limited to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoRequest, proof of payment, vendor invoices and certificates of authority and incumbency.

CONDITIONS OF BORROWING. The obligation of each Lender shall not be obligated to make its Loan hereunder on the Closing Date is subject to satisfaction Initial ----------------------- Advance or any Additional Advance hereunder, unless each of the following conditions precedentterms is satisfied: (a) The Administrative Agent’s receipt No Event of the followingDefault shall have occurred, each unless such Event of which shall be originals or telecopies Default has been cured to Lender's satisfaction; (followed promptly by originalsb) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in In the case of certificates of governmental officialseach Additional Advance, the respective milestones described on Schedule 6(a) shall have been achieved; ------------- (c) A convertible promissory note evidencing the Loan shall have been duly executed and delivered to Lender; (d) Borrower shall have executed and delivered to Lender, as security for the Loan, a recent date before pledge agreement in a form provided by Lender (the Closing Date"Pledge Agreement") together with all certificates representing all of the issued and each outstanding stock of DSG, Inc. (the "Pledged Stock"), and stock powers endorsed in blank and there shall be no other security interests in the Pledged Stock; (e) Lender shall have received any and all other third-party consents, waivers or releases deemed necessary or desirable by it in connection with the Loan and the Collateral being financed. Such consents, waivers or releases may include, without limitation, Uniform Commercial Code lien releases and the consent and waiver, in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Administrative Agent: (i) executed counterparts real property where any of this Agreement sufficient in number for distribution the Collateral is to the Administrative Agent, each Lender and the Borrowerbe located; (iif) a Note executed All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act Collateral as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is valid perfected first priority security interest shall have been duly organized or formedeffected, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to enforceabilityLender, due authorizationand all fees, perfection of the Liens in favor the Collateral Agent taxes and “no conflicts” with the First Lien Loan Documents)other charges relating to such filings and recordings shall have been paid by Borrower; (vig) a certificate signed by a Responsible Officer Borrower shall deliver to Lender an officer's certificate, in the form of Exhibit E as to the truth and correctness of the Borrower certifying (a) that (1) the representations --------- and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, this on and as of the Closing Date, except to date of the extent that such representations making of any Advance hereunder with the same effect as if made on and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effectdate, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery Borrower shall have performed all covenants under this Agreement and performance by such Loan Party and the validity against such Loan Party of the Loan Documents updated all information previously provided to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effectLender; (viih) a certificate In the sole judgment of Lender, there shall have been no material adverse change in the financial condition, business or operations of Borrower from the chief earliest date of any financial officer of the Borrowerstatement, credit report, business report or similar document submitted to Lender for its review; (i) All Borrower Loan Documents shall be satisfactory to Lender's attorneys; (j) Lender shall have received, in form and substance satisfactory to the Administrative AgentLender, attesting such other documents as Lender shall require including, but not limited to the Solvency a proof of the Borrower payment, vendor invoices and its Subsidiaries on a consolidated basis as certificates of the Closing Date after giving effect to the transactions contemplated herebyauthority and incumbency; (viiik) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received subordination agreements in a form satisfactory to Lender's counsel from all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions creditors of Section 9.04Borrower listed on Schedule 6(k), for purposes which list purposely excludes Borrower's ------------- indebtedness of determining compliance with approximately $125,000 to Rockford Industries. Borrower represents that this list accurately describes all Related- Party Indebtedness of Borrower. "Related-Party Indebtedness" includes any debts owed by Borrower or by any of its affiliates to any affiliate, vendor, partner, director, officer, employee, or shareholder (or the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved family relation of any of the foregoing) of Borrower or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.affiliates;

CONDITIONS OF BORROWING. The obligation of each Lender shall not be obligated to make its Loan any loan ----------------------- hereunder on the Closing Date is subject to satisfaction of the following conditions precedentunless: (a) The Administrative Agent’s receipt Interim Notes or Term Notes evidencing such loan shall have been duly executed and delivered to Lender; (b) Borrower shall have executed and delivered to Lender the Supplemental Security Agreement describing the Collateral and stating, except with respect to progress payment fundings, the location thereof; (c) Except with respect to progress payment fundings, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and Security Agreement; (d) Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the followingloan and the Collateral being financed, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedincluding, each properly executed by a Responsible Officer of without limitation, Uniform Commercial Code lien releases and the signing Loan Partyconsent and waiver, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Administrative Agent: (i) executed counterparts real property where any of this Agreement sufficient in number for distribution the Collateral is to the Administrative Agent, each Lender and the Borrowerbe located; (iie) a Note executed All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Borrower in favor of each Lender requesting a Note; (iii) Collateral being financed by such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act loan as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is valid perfected first priority security interest shall have been duly organized or formedeffected, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to enforceabilityLender, due authorizationand all fees, perfection of the Liens in favor the Collateral Agent taxes and “no conflicts” with the First Lien Loan Documents)other charges relating to such filings and recordings shall have been paid by Borrower; (vif) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the The representations and warranties of the Loan Parties contained in Article V or any other this Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are Security Agreement shall be true and correct in all material respects, in each case, respects on and as of the Closing Date, except to date of the extent that such representations making of any loan hereunder with the same effect as if made on and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effectdate; (viig) a certificate In the sole judgment of Lender, there shall have been no material adverse change in the financial condition, business or operations of Borrower from the chief earliest date of any financial officer of the Borrowerstatement, credit report, business report or similar document submitted to Lender for its review; (h) All Loan Documents shall be satisfactory to Lender's attorneys; and (i) Lender shall have received, in form and substance satisfactory to the Administrative AgentLender, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis such other documents as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, require including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented but not limited to, approved or accepted or to be satisfied witha Request, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoproof of payment, vendor invoices and certificates of authority and incumbency.

CONDITIONS OF BORROWING. The obligation effectiveness of each Lender to make its Loan hereunder on the Closing Date amendment and restatement of the Replaced Credit Facility by this Agreement is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) fully executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note[reserved;] (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Borrower (on behalf of each of the Loan Parties), addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)request; (vi) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the each Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Party either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no applicable consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate from the chief financial officer signed by a Responsible Officer of the BorrowerParent certifying (A) that each Consolidated Party is in compliance in all material respects with all existing contractual financial obligations, satisfactory in form (B) all governmental, shareholder and substance third party consents and approvals necessary for the Loan Parties to enter into the Administrative AgentLoan Documents and fully perform thereunder, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date if any, have been obtained, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated herebytherein to occur on such date, (1) each of the Loan Parties is solvent, (2) no Default or Event of Default exists, (3) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations were true and correct as of such earlier date, and (y) for purposes of the representations and warranties set forth in Section 5.13, to the extent of changes resulting from transactions and other events contemplated or not prohibited by this Agreement or the other Loan Documents and changes occurring in the ordinary course of Borrower’s business, and (4) the Loan Parties are in compliance with each of the financial covenants set forth in Section 7.11 (and including detailed calculations of each such financial covenant); (D) that, to such Responsible Officer’s knowledge, there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (E) the current Debt Ratings; (viii) evidence that all insurance required to be maintained pursuant to the Perfection Certificate;Loan Documents has been obtained and is in effect; and (ix) such other assurances, certificates, documents or consents as the Security Documents, each duly executed by Administrative Agent or the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or Required Lenders reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The There shall not have occurred a material adverse change since December 31, 2014, in the business, assets, operations, or condition (financial or otherwise) of the Borrower and the other Consolidated Parties taken as a whole, as reasonably determined by the Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)Agent. (c) The There shall not exist any action, suit, investigation, or proceeding pending or threatened, in any court or before any arbitrator or governmental authority that could have a Material Adverse Effect, as reasonably determined by the Administrative Agent. (d) Any fees required to be paid on or before the Closing Date shall have been paid. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and each Lender shall have received all fees and other amounts due and payable (directly to them such counsel if requested by the Borrower on or Administrative Agent) to the extent invoiced prior to or on the Closing Date, includingplus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the extent invoiced, reimbursement or payment closing proceedings (provided that such estimate shall not thereafter preclude a final settling of all reasonable and documented out-of-pocket fees and expenses (including accounts between the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents Borrower and the Lenders, as applicableAdministrative Agent); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation Without limiting any of each Lender the other terms of this Agreement, CNI shall not be required to make its any Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedentBBTC unless:. (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents); (vi) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties contained in this Agreement continue to be true and complete on the date of such Loan; (b) no Event of Default under this Agreement shall have occurred and be continuing, and no condition or event shall exist or have occurred that with the passage of time, or the giving of notice, or both, would constitute an Event of Default under this Agreement; (c) BBTC shall have delivered to CNI a certificate, dated as of the date of such Loan Parties contained and signed by its general partner, certifying that (i) all representations and warranties of CNI in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality Section 4 of this Agreement were true and complete when made and are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and complete as of the Closing Datedate of such Loan; (ii) no Event of Default exists under this Agreement and no condition or event exists or has occurred that with the passage of time, except or the giving of notice, or both, would constitute an Event of Default; and (iii) BBTC has performed all obligations and taken all actions to be performed or taken by it at or prior to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as date of such earlier date and Loan; (2d) no Default exists or would result from the borrowing BBTC shall have delivered to CNI an opinion of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or counsel substantially in the aggregate, form of Exhibit E; (e) at least three business days prior to the date of such Loan CNI shall have received a Material Adverse Effect, and written request therefor; (cf) either that (1) no consents, licenses or approvals are required all proceedings taken in connection with the executiontransactions contemplated by this Agreement, delivery and performance by such Loan Party all instruments, authorizations, and the validity against such Loan Party of the Loan Documents to which it is a partyother documents applicable thereto, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, shall be reasonably satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower CNI and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebycounsel; (viiig) BBTC shall have delivered to CNI invoices and other documentation satisfactory to CNI to evidence that the Perfection Certificateproceeds of the Loan will be used solely for the purposes specified in Section 2.3(a); (ixh) BBTC shall have executed and delivered to CNI the Line of Credit Note, and the Security DocumentsAgreement, each duly executed by the applicable Loan Partiesfinancing statements, and Mortgages described in Section 2.6; (xi) prior to, or concurrently with, the making of such Loan, BBTC shall have redeemed all of the partnership interest of MFR, Inc. in BBTC and shall have delivered to CNI documentation satisfactory to CNI to evidence that MFR, Inc. waives and disclaims any further rights to the profits, revenues, or other Loan Documents, each duly executed by the applicable Loan Partiesassets of BBTC; and (xij) all documents prior to, or concurrently with, the making of such Loan, MFR, Inc. and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments its sole stockholder shall have been so filed, registered or recorded, in each case, executed and delivered to CNI the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, MFR Noncompetition Agreement in the case form of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.Exhibit H.

CONDITIONS OF BORROWING. The obligation Notwithstanding any other provision of each Lender this Agreement, LaSalle shall not be required to make its Loan hereunder on extend the Closing Date is subject to satisfaction of the following conditions precedentLoan: (a) The Administrative Agent’s receipt if, since the date of this Agreement and up to the agreed upon date of the followingLoan, each of which shall be originals there has occurred, in LaSalle's sole and complete discretion, a material adverse change in the financial condition or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer affairs of the signing Loan PartyBorrower, each dated any Holding Company or any Subsidiary; (b) if any Default (as such term is defined below) has occurred or any event which, with the Closing Date giving of notice or lapse of time, or both, would constitute such a Default; (orc) if any litigation or governmental proceeding has been instituted or threatened against the Borrower, any Holding Company, any Subsidiary or any of their respective officers or shareholders which, in the case sole discretion of certificates LaSalle, could materially adversely affect the financial condition or operations of governmental officialsthe Borrower or such Holding Company or Subsidiary; (d) if all necessary or appropriate actions and proceedings shall not have been taken in connection with, a recent date before or relating to the Closing Date) transactions contemplated hereby and each all documents incident thereto shall not have been completed and tendered for delivery, in form and substance satisfactory to the Administrative Agent: LaSalle, including, but not limited to, LaSalle's failure to have received evidence that: (i) executed counterparts of this Agreement sufficient in number for distribution the Borrower has received all necessary regulatory approvals to acquire the Administrative Agent, each Lender Holding Company Stock; and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) has provided such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party notices to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and all appropriate federal banking agencies as to such matters concerning satisfy the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection requirements of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents12 U.S.C. Section 1817(j)(9)(E); (vie) a certificate signed by a Responsible Officer if the Borrower shall not have tendered for delivery the Note and the Borrower Pledge Agreement, together with all of the Borrower certifying Pledged Security (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or term is defined in the aggregate, a Material Adverse Effect, and (cBorrower Pledge Agreement) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance satisfactcry to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebyLaSalle; (viiif) if the Perfection CertificateHolding Companies shall not have tendered for delivery the Holding Company Pledge Agreement, together with all of the Pledged Security (as such term is defined in the Holding Company Pledge Agreement) in form and substance satisfactory to LaSalle; (ixg) if the Security Documents, each duly executed by Borrower shall not have tendered for delivery a legal opinion from the applicable Loan Parties;Borrower's counsel in form and substance satisfactory to LaSalle and LaSalle's legal counsel; 3 or (xh) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments if LaSalle shall not have been so filed, registered or recordedreceived, in each caseform and substance satisfactory to LaSalle, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation certificates, affidavits, schedules, resolutions, opinions, notes and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsdocuments which are provided for hereunder, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)or which it may reasonably request. (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender to make its portion of the Term Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Term Loan Note executed by the Borrower in favor of each Lender requesting a Term Loan Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx Xxxxx & Xxxxxxxx LLPXxXxxxxx, counsel to the Loan Parties, Xxxxxx Xxxxxxx & Xxxxxx, special Barbados counsel for HOT-Barbados, and Xxxxxxx, Xxxx & Xxxxxxx, special Bermuda counsel for Limited, each addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)request; (vi) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the each Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Party either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate from signed by a Responsible Officer of Limited certifying (A) the chief financial officer of the Borrower, satisfactory in form representations and substance to the Administrative Agent, attesting to the Solvency warranties of the Borrower and its Subsidiaries each other Loan Party contained in Article V or any other Loan Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on a consolidated basis and as of the Closing Date after giving effect date of the Term Loan, except to the transactions contemplated herebyextent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (B) no Default exists, or would result from the Term Loan or the application of the proceeds thereof, (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (D) a calculation of the Leverage Ratio as of the last day of the fiscal quarter of Limited most recently ended prior to the Closing Date; (viii) evidence that the Perfection CertificateExisting Credit Agreement has been or concurrently with the Closing Date is being terminated and obligations thereunder have been or concurrently with the Closing Date are being paid or satisfied in full; (ix) evidence satisfactory to the Security Documents, each duly executed by Administrative Agent that the applicable OXO Acquisition shall have been consummated (or shall be consummated simultaneously with the initial Loan Partieshereunder) pursuant to the terms of the OXO Acquisition Agreement; (x) evidence that all other Loan Documents, each duly executed by of the applicable Loan Partiesconditions precedent to Borrowing set forth in Section 4.01 of the Bank Credit Agreement have been satisfied; and (xi) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The Administrative Agent and each Lender Any fees required to be paid on or before the Closing Date shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)been paid. (c) The Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or extent invoiced prior to or on the Closing Date, includingplus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the extent invoiced, reimbursement or payment closing proceedings (provided that such estimate shall not thereafter preclude a final settling of all reasonable and documented out-of-pocket fees and expenses (including accounts between the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents Borrower and the Lenders, as applicableAdministrative Agent); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender shall not be obligated to make its Loan any loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedentunless: (a) The Administrative Agent’s receipt Interim Notes or Term Notes evidence such loan shall have been duly executed and delivered to Lender. (b) Borrower shall have executed and delivered to Lender the Supplemental Security Agreement describing the Collateral and stating, except with respect to progress payment fundings, the location thereof. (c) Except with respect to progress payment fundings, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and Security Agreement. (d) Lender shall have received any and all third party consents, waivers, or releases deemed necessary or desirable by it in connection with the followingloan and the Collateral being financed, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedincluding, each properly executed by a Responsible Officer of without limitation, Uniform Commercial Code lien releases and the signing Loan Partyconsent and waiver, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative AgentLender, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates and every realty owner, landlord and mortgagee 10 holding an interest in or encumbrance on the real property where any of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or Collateral is to be a party located. (e) All filings, recordings and (B) other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the identity, authority and capacity of each Responsible Officer thereof authorized to act Collateral being financed by such loan as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is valid perfected first priority security interest shall have been duly organized or formedeffected, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to enforceabilityLender, due authorizationand all fees, perfection of the Liens in favor the Collateral Agent taxes and “no conflicts” with the First Lien Loan Documents);other charges relating to such filings and recordings shall have been paid by Borrower. (vif) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the The representations and warranties of the Loan Parties contained in Article V or any other this Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are Security Agreement shall be true and correct in all material respects, in each case, respects on and as of the Closing Date, except to date of the extent that such representations making of any loan hereunder with the same effect as if made on and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and date. (2g) In the sole judgment of Lender, there shall have been no Default exists material adverse change in the financial condition, business or would result operations of Borrower from the borrowing earliest date of the Loans any financial statement, credit report, business report or from the application of the proceeds thereof, similar document submitted to Lender for its review. (bh) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the All Loan Documents shall be satisfactory to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect;Lender's attorneys; and (viii) a certificate from the chief financial officer of the BorrowerLender shall have received, satisfactory in form and substance satisfactory to the Administrative AgentLender, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis such other documents as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, require including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory but not limited to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoRequest, proof of payment, vendor invoices and certificates of authority and incumbency.

CONDITIONS OF BORROWING. The obligation of each Lender Secured Party shall not be required to make its Loan any loan hereunder unless on the Closing Date is subject closing date thereof all legal matters with respect to, and all legal documents executed in connection with, the contemplated transactions are satisfactory to satisfaction Secured Party and all of the following conditions precedent: are met to the satisfaction of Secured Party (except that (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents); (vi) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the initial loan only): (a) Secured Party has received a certificate signed by Debtor's Secretary or Assistant Secretary, certifying the corporate proceedings of Debtor authorizing the execution, delivery and performance by such Loan Party of this Agreement and the validity against such Loan Party of the Loan Documents other documents to which it is a party, or (2) that all such consents, licenses be executed in conjunction herewith and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) hereby and thereby, and certifying the Perfection Certificate; (ix) names of the Security Documents, each duly executed by officers of Debtor authorized to execute this Agreement and the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filedexecuted in conjunction herewith, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filedany related documents, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. together with their specimen signatures; (b) The Administrative Agent and each Lender shall have received all documentation and other information the Guaranty, if any be required by regulatory authorities under applicable “know your customer” Secured Party, has been duly executed and anti-money laundering rules delivered by the Guarantor thereunder and regulationsSecured Party has received an executed counterpart thereof, including without limitation together with a certificate signed by Guarantor's Secretary or Assistant Secretary, certifying the USA PATRIOT Act (Title III corporate proceedings of Pub. L. 107-56 (signed into law October 26Guarantor authorizing the execution, 2001)) (delivery and performance of the “Patriot Act”). Guaranty, and certifying the names of the officers of Guarantor authorized to execute the Guaranty and any related documents, together with their specimen signatures; (c) The Administrative Agent if requested, Secured Party has received the written opinions addressed to it of counsel for Debtor and each Lender shall have received all fees and other amounts due and payable Guarantor, if any, as to them by the Borrower on or prior such matters incident to the Closing Date, including, contemplated transactions as Secured Party may reasonably request; (d) Debtor has executed and delivered to Secured Party a Loan Schedule in the form of Exhibit B hereto with respect to the extent invoicedEquipment to be financed by such loan; (e) Debtor has executed and delivered to Secured Party the Note evidencing such loan, reimbursement and a Supplemental Security Agreement in the form of Exhibit C and a Delivery and Acceptance Certificate in the form of Exhibit D, each describing the Equipment to be financed by such loan, and a Pay Proceeds Letter in the form of Exhibit E describing in detail satisfactory to Secured Party the amount(s), the payee(s) of the loan proceeds and the method of payment; (f) the Equipment being financed by such loan has been delivered to and accepted by Debtor, and Secured Party has received satisfactory evidence that it is insured in accordance with the provisions hereof and that the Total Cost thereof as set forth on Schedule A to the Supplemental Security Agreement has been, or payment concurrently with the making of all reasonable the loan shall be, fully paid; (g) Secured Party has received copies of the invoices and documented out-of-pocket fees and expenses bills of sale, if any (including the legal fees and expenses manufacturers' statements of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, origin in the case of costs titled vehicles), covering Debtor's acquisition of the Equipment being financed with such loan and expensesshowing Debtor as the owner thereof; (h) all filings, an invoice for recordings, notations of lien and other actions (including the obtaining of landlord and/or mortgagee waivers) deemed necessary or desirable by Secured Party in order to perfect a valid first priority security interest in the Equipment being financed by such loan and Additional Collateral have been duly effected, and all fees, taxes and other charges relating thereto have been paid; (i) the representations and warranties contained in this Security Agreement and in any Guaranty are true and correct with the same effect as if made on and as of such fees closing date and expenses no Default is in existence on such closing date or shall occur as a result of such loan; (j) in the reasonable judgment of Secured Party, there has been no material adverse change in the financial condition, business or operations of Debtor or any Guarantor since the date of the then most recent financial statement of Debtor or any Guarantor delivered to Secured Party; (k) Secured Party has received from Debtor and any Guarantor such other documents and information as Secured Party has reasonably requested; (l) the amount of such loan is not less than the Minimum Loan Amount specified on the related Loan Schedule, and such loan, when added to the aggregate amount of all loans theretofore made with respect to the Equipment covered by such Loan Schedule, will not cause the amount of Secured Party's Commitment specified on such Loan Schedule to be received by the Borrower at least one exceeded; and (1m) Business Day prior to the Closing Date for payment to be required as such loan is a condition to date not later than the Closing Date. Without limiting Commitment Expiration Date specified on the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretorelated Loan Schedule.

CONDITIONS OF BORROWING. Section 2.1 The obligation of each Lender Bank shall not be required to make its Loan any advances hereunder on unless (a) the Closing Date is subject conditions set forth below shall have been completed to the satisfaction of the following conditions precedent: Bank, and (ab) The Administrative Agent’s receipt at all times there remains undisbursed in the Loan an amount sufficient with which to fully pay the cost of Completion (hereinafter defined) of the followingImprovements. However, each the Bank may, in its discretion, make advances prior to fulfillment of all such conditions, without waiving its right to require such fulfillment before additional advances are made. If, at any time, the undisbursed Loan proceeds are insufficient to fully pay the cost of Completion of the Improvements (a “Deficiency”), the Borrowers shall deposit with the Bank in escrow an amount equal to the Deficiency, which amount shall be disbursed prior to the disbursement of additional Loan proceeds. Section 2.2 The phrase “Completion of the Improvements”, as used in this Agreement, means full completion of the development of the Improvements in accordance with the Plans and Specifications. The Borrowers shall execute and deliver, or cause to be executed and delivered to the Bank the following instruments, all of which shall be originals or telecopies dated of even date herewith: the Promissory Note (followed promptly the “Note”); a Deed of Trust, Assignment and Security Agreement granted by originalsNTS/Virginia Development Company (the “Deed of Trust”), the Unconditional and Continuing Guaranties (the “Guaranties”) unless otherwise specifiedof X.X. Xxxxxxx, each properly NTS Mortgage Income Fund, a Delaware corporation and NTS Guaranty Corporation, a Kentucky corporation (collectively, the “Guarantors”), an Assignment of Contracts and Income granted by Borrowers, an Environmental -2- Indemnity Agreement executed by Borrowers and Guarantors and security agreements or instruments (collectively, the “Loan Documents”). Section 2.3 The Bank shall have received the preliminary title report and commitment (the “Title Commitment”) of Lawyers Title Insurance Corporation (the “Title Company”), Commitment No. 2887916 to issue a Responsible Officer mortgagee’s loan policy of title insurance (ALTA-2006) in the amount of the signing Loan PartyNote, each dated insuring the Closing Date (orBank and its successors and assigns that the Deed of Trust is a first lien on the Improvements Site, subject only to those matters contained in the case of certificates of governmental officialsTitle Commitment that have been approved by Bank (“Permitted Exceptions”) with all so-called “standard exceptions” deleted, a recent date before the Closing Date) containing such endorsements and each affirmative insurance as Bank may require and otherwise in form and substance satisfactory to Bank. Section 2.4 The Borrowers shall deliver to the Administrative AgentBank: (a) Certified copies of each Borrower’s Articles of Incorporation, Bylaws and NTS Virginia’s and NTS Lake Forest’s Certificates of Good Standing in the state of their incorporation or any other organizational documentation; (b) Certified copies of each entity Guarantor’s Articles of Incorporation, Bylaws and NTS Guaranty Corporation’s Certificate of Good Standing in the state of their incorporation; (c) Evidence that each Borrower and each entity Guarantor has taken all action necessary to authorize the Loan and the execution and performance of its obligations under the Loan Documents; (d) Executed copies of the Loan Documents; (e) Receipt and review of an appraisal in form and substance satisfactory to Bank and receipt of Bank’s appraisal fee; (f) Evidence that the Improvements, when built, will meet zoning, subdivision and all building code requirements and other legal requirements. Bank may engage independent persons or entities, at Borrowers’ expense, to verify that all such permits and approvals have been secured and are being complied with, after written notice to NTS Virginia and NTS Virginia’s failure to provide appropriate verification; (g) Copies of plans and specifications constituting the Improvements (“Plans and Specifications”), in the form approved and signed by NTS Virginia and the Contractor, as defined hereafter. The Plans and Specifications shall contain a certification by the design professional preparing same that the Improvements, if developed in accordance with such Plans and Specifications, will comply with all governmental rules and regulations. (h) A copy of the recorded plat for Section 21A which constitutes the Improvements Site. (i) executed counterparts A copy of this Agreement sufficient in number all site development permits for distribution the Improvements. (j) Evidence that the Improvements Site has been zoned to permit the development, use and occupancy of the Improvements. (k) Written evidence that sanitary and storm sewers, gas, telephone, water and electrical services are available to the Administrative AgentImprovements and in sufficient quantity. (l) To the extent any amenities are to be constructed at the Improvements, each Lender a copy or certificate of the policy of Builder’s Risk, Completed Value Non-Reporting Form of fire, extended coverage, vandalism, malicious mischief, temporary storage, coverage for items in transit and hazard insurance covering the Borrower;Improvements, in an amount adequate to cover the full completed value of the buildings and improvements, with loss payable endorsements in favor of the Bank. The policy shall be converted to a standard fire and extended coverage policy meeting the requirements of Bank upon completion of development. All insurance policies shall be issued by a company or companies with a Best’s Insurance Reports rating of A or better and a financial size category of Class X or better and shall be otherwise satisfactory to Bank, and shall name Bank as first mortgagee and shall contain the Virginia standard mortgagee clause. If it is determined the Improvements Site is located in a federally identified flood hazard zone and Bank determines flood insurance is required, NTS Virginia will provide flood insurance coverage in a minimum amount not less than the Loan amount; copies of such policies shall be delivered to Bank. (m) A copy of (i) the site development contracts for the Improvements if any, and (ii) a Note executed the names of subcontractors whose bids are relied upon by Contractor in development of the Borrower in favor of each Lender requesting a Note;Improvements. (iiin) A detailed cost breakdown for development of the Improvements and Completion of the Improvements prepared by NTS Virginia. This detailed cost breakdown shall contain not less than a source and use of funds for the total cost of the Improvements and shall be updated and resubmitted to Bank as soon as possible after any information becomes known to NTS Virginia which changes such certificates of resolutions or cost breakdown. Section 2.5 All documents and other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is evidences required to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer delivered in connection with this Agreement financing must be satisfactory to Bank and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to shall have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and been approved as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents); (vi) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to by counsel for the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all Bank. The Borrowers shall furnish such additional documents and instruments, including Uniform Commercial Code financing statements, required by law or certificates as may be reasonably requested by the Collateral Agent Bank or its counsel which are related to be filed, registered this financing or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction development of the Collateral AgentImprovements. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender CIT shall not be required to make its any Loan hereunder unless on the Closing Date is subject thereof all legal matters with respect to, and all legal documents executed in connection with, the contemplated transactions are satisfactory to satisfaction CIT and all of the following conditions precedent: are met to the satisfaction of CIT (except that (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (Bb) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer are required in connection with this Agreement the initial Loan only): (a) CIT has received a satisfactory Secretary's Certificate certified by Debtor's Secretary or Assistant Secretary; (b) Debtor has executed and delivered to CIT the other Loan Documents Note evidencing, and a Supplement describing the Equipment to which be financed by, such Loan; (c) the Equipment being financed by such Loan Party has been delivered to, and accepted by, Debtor and CIT has received satisfactory evidence that the Equipment is a party insured in accordance with the provisions hereof and that the Cost thereof has been, or is to be a party; concurrently with the making of the Loan shall be, fully paid; (ivd) CIT has received copies of each Loan Party’s Organization Documents the invoices and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formedbills of sale, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitationif any, with respect to enforceabilitythe Equipment being financed by such Loan; (e) all filings, due authorizationrecordings and other actions (including the obtaining of landlord and/or mortgagee waivers and a satisfactory intercreditor Agreement with Congress) deemed necessary or desirable by CIT in order to perfect a first priority security interest in the Equipment being financed by such Loan have been duly effected, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents); all fees, taxes and other charges relating to such filings and recordings have been paid by Debtor; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1f) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality this Agreement are true and correct in all material respects, in each case, respects with the same effect as if made on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, and no Default or Event of Default is in which case they are true and correct, existence on such date or true and correct in all material respects, shall occur as the case may be, as a result of such earlier date and Loan; (2g) no Default exists or would result from in the borrowing sole judgment of the Loans or from the application of the proceeds thereofCIT, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or material adverse change in the aggregatefinancial condition, a Material Adverse Effectbusiness or operations of Debtor from the date referred to in Section 4(j) hereof; (h) CIT has received from Debtor such other documents and information as CIT has reasonably requested; and (i) CIT has inspected and appraised each item of used Equipment and found it satisfactory in value and condition, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party all items of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses Equipment shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoCIT in value, condition and type.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Agent and each of the Administrative AgentLenders: (i) executed counterparts of this Agreement Agreement, the Mortgage Amendment in the form of Exhibit F hereto and each other Security Document listed in the Security Schedule, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, Parties from counsel licensed to practice law in the State of Kansas addressed to the Administrative Agent and each Lender and Lender, as to such the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (includingset forth in Exhibit E, without limitation, with respect in form and substance satisfactory to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)Agent; (vi) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the each Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Party either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate from signed by a Responsible Officer of Borrower certifying (A) that the chief financial officer conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the BorrowerAudited Financial Statements that has had or could be reasonably expected to have, satisfactory either individually or in form and substance to the Administrative Agentaggregate, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated herebyMaterial Adverse Effect; (viii) the Perfection Certificateevidence that all insurance required to be maintained pursuant to this Agreement has been obtained and is in effect; (ix) a duly completed Compliance Certificate as of the Security Documentslast day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, each duly executed signed by the applicable Loan Partiesa Responsible Officer of Borrower; (x) evidence that the outstanding principal balance of loans under the Existing Credit Agreement, other than the $25,000,000 of Existing Loans renewed and extended hereunder, has been repaid in full, all other Loan Documents, each duly executed by letters of credit under the applicable Loan PartiesExisting Credit Agreements have been terminated and all commitments under the Existing Credit Agreement have been terminated; and (xi) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as Agent or the Required Lenders reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The Administrative Agent and each Lender Any fees required to be paid on or before the Closing Date shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)been paid. (c) The Administrative Agent and each Lender Unless waived by Agent, Borrower shall have received paid all fees fees, charges and other amounts due and payable disbursements of counsel to them by Agent to the Borrower on or extent invoiced prior to or on the Closing Date, includingplus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Agent). (d) The contribution of a term net profits interest to MV Oil Trust in exchange for Trust Units, and the sale of Trust Units, all as described in the MV Oil Trust Prospectus. (e) The Closing Date shall have occurred on or before January 31, 2007. (f) On a pro forma basis, after giving effect to the extent invoicedLoans, reimbursement or the payment of all reasonable loans and documented out-of-pocket fees other liabilities in connection with the Existing Credit Agreement, the payment of fees, closing costs and expenses (including in connection with this Agreement the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Datein compliance with Sections 7.12. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender to make its portion of the Term Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement, the Intercreditor Agreement, the Guaranty, the Security Agreement (together with related UCC-1 financing statements, stock certificates for all Equity Interests of each Domestic Subsidiary of the Borrower, stock certificates for all of the Equity Interests of each Material Foreign Subsidiary owned by the Borrower or any Domestic Subsidiary, provided that, if the Borrower or any Domestic Subsidiary owns in excess of 65% of the aggregate outstanding Equity Interests of any Material Foreign Subsidiary, the Borrower or such Domestic Subsidiary shall not deliver more than 65% of the total aggregate outstanding Equity Interests of any such Material Foreign Subsidiary, and undated stock powers duly executed in blank) sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Term Loan Note executed by the Borrower in favor of each Lender requesting a Term Loan Note; (iii) receipt of certificates of insurance and endorsement to insurance policies naming the Collateral Agent as loss payee/mortgagee with respect to all Collateral and additional insured, and evidence of payment of all premiums, as required by Section 6.07, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (iv) copies of all UCC and Lien searches of all properties of the Borrower and its Domestic Subsidiaries; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivvi) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vvii) (A) a favorable opinion of XxxxxxMxxxx Xxxxxxx, Xxxx & Xxxxxxxx LLP, in-house counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents); (vi) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correctrequest, and (B) which are not qualified by materiality are true and correct in all material respectsfavorable opinions of local counsel to each Material Foreign Subsidiary, in each case, on and as of the Closing Date, except addressed to the extent that such representations Administrative Agent, the Collateral Agent and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respectseach Lender, as to matters with respect to the case may be, as pledge of each such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse EffectSubsidiary’s Equity Interests, and the Borrower hereby requests such counsel to deliver such opinion; (cviii) a certificate of a Responsible Officer or Secretary of each Loan Party either that (1A) no attaching copies of all consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viiix) a certificate signed by a Responsible Officer of the Borrower certifying (A) the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of the Term Loan, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (B) no Default exists, or would result from the Term Loan or the application of the proceeds thereof, and (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (x) a duly completed Compliance Certificate prepared on a pro forma basis after giving effect to the Borrowing and the issuance of the Bank Notes, signed by a Responsible Officer of the Borrower; (xi) evidence that all conditions precedent to the initial Credit Extension (as defined in the Bank Credit Agreement) of the Bank Credit Agreement have been satisfied; (xii) a solvency certificate signed by the chief financial officer of the Borrower, satisfactory Borrower in form and substance satisfactory to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viiixiii) the Perfection Certificate; (ix) the Security Documents, each a Federal Reserve Form Regulation U-1 duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Partiesexecuted; and (xixiv) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, required by law documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agentmay require. (b) The Administrative Agent and each Lender Any fees required to be paid on or before the Closing Date shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)been paid. (c) The Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or extent invoiced prior to or on the Closing Date, includingplus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Closing Date shall have occurred on or before October 31, 2005. (e) There shall not have occurred a material adverse change (i) in the business, assets, properties, liabilities (actual or contingent), operations, conditions (financial or otherwise) or prospects of the Loan Parties, or any of them, or the Borrower and its Subsidiaries, taken as a whole, since December 31, 2004 or (ii) in the facts and information regarding such entities as represented by the Borrower or any of its Subsidiaries, or any representatives of any of them, to date. (f) The absence of any action, suit, investigation or proceeding pending or, to the extent invoicedknowledge of the Borrower or any of its Subsidiaries, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided thatthreatened, in the case of costs and expenses, an invoice for all such fees and expenses shall any court or before any arbitrator or Governmental Authority that could reasonably be received by the Borrower at least one (1) Business Day prior expected to the Closing Date for payment to be required as have a condition to the Closing DateMaterial Adverse Effect. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan a Borrowing hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownershipSingapore, lease or operation of properties or and the conduct of its Guarantor is validly existing, in good standing and qualified to engage in business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectin Delaware and California; (v) such documents and certifications as the Administrative Agent may reasonably require to comply with Section 10.17 hereof, including without limitation, photocopies of the passports of all individuals executing any Loan Documents on behalf of the Borrower; (vi) a favorable opinion of XxxxxxSheppard, Xxxx Mullin, Rxxxxxx & Xxxxxxxx Hxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent Required Lenders may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)request; (vivii) a favorable opinion of DLA Pxxxx Xxxxxxx, local counsel to the Loan Parties in Singapore, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) a certificate signed by of a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the each Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Party either (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in attaching copies of all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or and approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all and such consents, licenses and approvals have been obtained and are shall be in full force and effect; , or (viiB) a certificate from the chief financial officer of the Borrowerstating that no such consents, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificatelicenses or approvals are so required; (ix) The representations and warranties of the Security DocumentsBorrower contained in Article V or any other Loan Document, each duly executed by the applicable Loan Partiesor which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct; (x) all other Loan DocumentsNo Default shall exist, each duly executed by or would result from such proposed Borrowing or from the applicable Loan Partiesapplication of the proceeds thereof; (xi) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof; and (xixii) all documents and instrumentssuch other assurances, including Uniform Commercial Code financing statementscertificates, documents, consents or opinions as the Administrative Agent or any Lender reasonably may require. (i) All fees required by law or reasonably requested by the Collateral Agent to be filed, registered paid to the Administrative Agent and the Arranger on or recorded to create or perfect before the first priority Liens intended to be created under the Loan Documents and all such documents and instruments Closing Date shall have been so filed, registered or recorded, in each case, paid and (ii) all fees required to be paid to the reasonable satisfaction of Lenders on or before the Collateral Agent. (b) The Administrative Agent and each Lender Closing Date shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)been paid. (c) The Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and each Lender shall have received all fees and other amounts due and payable (directly to them such counsel if requested by the Borrower on or Administrative Agent) to the extent invoiced prior to or on the Closing Date, includingplus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the extent invoiced, reimbursement or payment closing proceedings (provided that such estimate shall not thereafter preclude a final settling of all reasonable and documented out-of-pocket fees and expenses (including accounts between the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents Borrower and the Lenders, as applicableAdministrative Agent); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one . (1d) Business Day prior to the The Closing Date for payment to be required as a condition to the Closing Dateshall have occurred on or before June 28, 2006. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation Notwithstanding any other provision of each Lender this Agreement, the Lenders shall not be required to make its extend the Term A Loans or the Term B Loan hereunder on (the Closing Date is subject Term A Loans and the Term B Loan are sometimes hereafter collectively referred to satisfaction of as the following conditions precedent:“Loans”); (a) The Administrative Agent’s receipt if, since the date of this Agreement and up to the agreed upon date of the followingLoans, each of which shall be originals there has occurred a material adverse change in the financial condition or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer affairs of the signing Loan PartyBorrower or any Subsidiary; (b) if any Default (as such term is defined below) has occurred or any event which, each dated with the Closing Date giving of notice or lapse of time, or both, would constitute such a Default; (orc) if any litigation or governmental proceeding has been instituted or threatened against the Borrower, any Subsidiary or any of their respective officers or shareholders which, in the case reasonable business judgment of certificates the Lenders and Administrative Agent, could materially adversely affect the financial condition or operations of governmental officialsthe Borrower or such Subsidiary; (d) if all necessary or appropriate actions and proceedings shall not have been taken in connection with, a recent date before or relating to the Closing Date) transactions contemplated hereby and each all documents incident thereto shall not have been completed and tendered for delivery, in form and substance satisfactory to Lenders and the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (iie) a Note executed by if the Borrower shall not have tendered for delivery the Term A Notes and Term B Note, the Pledge Agreement, together with all of the Pledged Security (as such term is defined in favor of each Lender requesting a Notethe Pledge Agreement) all in form and substance satisfactory to Administrative Agent; (iiif) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as if the Administrative Agent may require evidencing Borrower shall not have tendered for delivery an Amended and Restated Collateral Safekeeping Agreement (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan DocumentsSafekeeping Agreement”); (vig) a certificate signed by a Responsible Officer of if the Borrower certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Documentshall not have tendered for delivery a legal opinion, or which are contained in any document furnished at any time under or in connection herewith or therewithif requested, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory ’s counsel in form and substance satisfactory to the Administrative Agent and Administrative Agent ‘s legal counsel; or (h) if Administrative Agent shall not have received, in form and substance satisfactory to Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documentsall certificates, each duly executed by the applicable Loan Parties; (x) all other Loan Documentsaffidavits, each duly executed by the applicable Loan Parties; and (xi) all documents and instrumentsschedules, including Uniform Commercial Code financing statementsresolutions, required by law or reasonably requested by the Collateral Agent to be filedopinions, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation notes and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsdocuments which are provided for hereunder, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”)or which it may reasonably request. (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender shall not be obligated to make its Loan any loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedentunless: (a) The Administrative Agent’s receipt the Interim Notes or Term Notes evidencing such loan shall have been duly executed and delivered to lender; (b) Borrower shall have executed and delivered to Lender the Supplemental Security Agreement describing the collateral and stating, except with respect to progress payment funding, the location thereof; (c) Except with respect to progress payment fundings, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and Security Agreement; (d) Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the followingloan and the collateral being financed, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedincluding, each properly executed by a Responsible Officer of without limitation, Uniform Commercial Code lien releases and the signing Loan Partyconsent and waiver, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Administrative Agent: (i) executed counterparts real property where any of this Agreement sufficient in number for distribution the Collateral is to the Administrative Agent, each Lender and the Borrowerbe located; (iie) a Note executed All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Borrower in favor of each Lender requesting a Note; (iii) Collateral by being financed by such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act loan as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is valid perfected first priority security interest shall have been duly organized or formedeffected, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to enforceabilityLender, due authorizationand all fees, perfection of the Liens in favor the Collateral Agent taxes and “no conflicts” with the First Lien Loan Documents);other charges relating to such filings and recordings shall have been paid by Borrower. (vif) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the The representations and warranties of the Loan Parties contained in Article V or any other this Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are Security Agreement shall be true and correct in all material respects, in each case, respects on and as of the Closing Date, except to date of the extent that such representations making of any loan hereunder with the same effect as if made on and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effectdate; (viig) a certificate In the sole judgment of Lender, there shall have been no material adverse change in the financial condition, business or operations of Borrower from the chief earliest date of any financial officer of the Borrowerstatement, credit report, business report or similar document submitted to Lender for its review; (h) All Loan Documents shall be satisfactory to Lender's attorneys; and (i) Lender shall have received, in form and substance satisfactory to the Administrative AgentLender, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis such other documents as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, require including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory but not limited to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretorequest, proof of payment, vendor invoices and certificates of authority and incumbency.

CONDITIONS OF BORROWING. The obligation of each Lender CIT shall not be required to make its any Loan hereunder unless on the Closing Date is subject thereof all legal matters with respect to, and all legal documents executed in connection with, the contemplated transactions are satisfactory to satisfaction CIT and all of the following conditions precedent: are met to the satisfaction of CIT (except that (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents); (vi) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the executioninitial Loan only): (a) CIT has received satisfactory Secretary's Certificate certified by Debtor's Secretary or Assistant Secretary; (b) Intentionally Left Blank ( c) Debtor has executed and delivered to CIT the Note evidencing, delivery and performance a Supplement describing the Equipment to be financed by, such Loan; (d) the Equipment being financed by such Loan Party has been delivered to, and accepted by, Debtor and CIT has received satisfactory evidence that the validity against such Loan Party Equipment is insured in accordance with the provisions hereof and that the Cost thereof has been, or concurrently with the making of the Loan Documents to which it is a partyshall be, or fully paid; (2e) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer CIT has received copies of the Borrowerinvoices and bills of sale, satisfactory in form and substance if any, with respect to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; Equipment being financed by such Loan; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (xf) all other Loan Documentsfilings, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation recordings and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses actions (including the legal fees obtaining of landlord and/or mortgagee waivers) deemed necessary or desirable by CIT in order to perfect a first (and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, only) priority security interest in the case filings and recordings have been paid by Debtor; (g) the representations and warranties contained in this Agreement are true and correct with the same effect as if made on and as of costs such date, and expenses, an invoice for all no Default or Event of Default is in existence on such fees and expenses date or shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required occur as a condition result of such Loan; (h) in the sole judgment of CIT, there has been no material adverse change in the financial condition, business or operations of Debtor from the date referred to in Section 4(j) hereof; (i) CIT has received from the Closing Date. Without limiting Debtor such other documents and information as CIT has reasonable requested; (j) CIT has inspected and appraised the generality Equipment and found it satisfactory in value and condition; (k) CIT has received satisfactory bank and/or customer references on Debtor; (l) CIT has received and found satisfactory Debtor's most recent quarterly financial statement; (m) CIT has conducted a site inspection, at CIT's expense, by and appraisal firm selected by CIT; (n) CIT has received satisfactory references on Debtor from Vulcan Ventures and Hxxxxxxxx & Qxxxx; (o) CIT has received a copy of the provisions of Section 9.04, for purposes of determining compliance Debtor's Revolving Credit Loan Agreement with the conditions specified in this Section 4.01, each Lender that Imperial Bank; and (p) CIT has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoentered into an intercreditor agreement with Imperial Bank.

CONDITIONS OF BORROWING. The obligation of each Lender shall not be obligated to make its Loan the loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedentunless: (a) The Administrative Agent’s receipt Term Note evidencing such loan shall have been duly executed and delivered to Lender; (b) Borrower shall have executed and delivered to Lender the Supplemental Security Agreement describing the Collateral and stating, except with respect to progress payment fundings, the location thereof; (c) Except with respect to progress payment fundings, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and Security Agreement; (d) Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the followingloan and the Collateral being financed, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedincluding, each properly executed by a Responsible Officer of without limitation, Uniform Commercial Code lien releases and the signing Loan Partyconsent and waiver, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative AgentLender, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the real property where any of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or Collateral is to be a party located; (e) All filings, recordings and (B) other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the identity, authority and capacity of each Responsible Officer thereof authorized to act Collateral being financed by such loan as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is valid perfected first priority security interest shall have been duly organized or formedeffected, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to enforceabilityLender, due authorizationand all fees, perfection of the Liens in favor the Collateral Agent taxes and “no conflicts” with the First Lien Loan Documents); other charges relating to such filings and recordings shall have been paid by Borrower; (vif) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the The representations and warranties of the Loan Parties contained in Article V or any other this Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are Security Agreement shall be true and correct in all material respects, in each case, respects on and as of the Closing Date, except to date of the extent that such representations making of any loan hereunder with the same effect as if made on and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and date; (2g) no Default exists or would result from In the borrowing sole judgment of the Loans or from the application of the proceeds thereofLender, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, no material adverse change in the case financial condition, business or operations of costs and expensesBorrower from the earliest date of any financial statement, an invoice credit report, business report or similar document submitted to Lender for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.review;

CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt each of the followingassurances, each of which shall be originals certificates, documents, consents or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party opinions as the Administrative Agent or the Required Lenders reasonably may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection each of the Liens documents, instruments and agreements listed in favor the Collateral List of Closing Documents attached hereto as Schedule 4.01). (b) The Administrative Agent shall have received from the Company, in immediately available funds the fees required under the Fee Letter, which shall be fully earned and non-refundable when due and payable. (c) Unless waived by the Administrative Agent or the Arranger, respectively, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and “no conflicts” with the First Lien Loan DocumentsArranger, respectively, to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent);. (vid) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the The representations and warranties of (i) the Loan Parties Borrower contained in Article V or any and (ii) each Loan Party contained in each other Loan Document, Document delivered on the Closing Date or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are shall be true and correct in all material respects, in each case, on and as of the Closing Datedate of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or shall be true and correct in all material respects, as the case may be, as of such earlier date date, and except that for purposes of this Section 4.01, the representations and warranties contained in subsections (a) and (2b) no of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (e) No Default exists shall exist, or would result from the borrowing of the Loans such proposed Borrowing or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (bf) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation a Committed Loan Notice in accordance with the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Daterequirements hereof. Without limiting the generality of the provisions of the last paragraph of Section 9.049.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each the Initial Lender to make its and advance the proceeds of the Loan hereunder on the Closing Date is subject to satisfaction and/or waiver by the Initial Lender of each of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing DateDate acceptable to Administrative Agent) and each in form and substance satisfactory to the Administrative AgentAgent and the Initial Lender: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrowerone (1) set for Borrowers; (ii) a Note executed by the each Borrower in favor of each Lender requesting a Notethe Initial Lender; (iii) Pledge Agreement (“Pledge Agreement” and collectively, the “Pledge Agreements”) duly executed by (x) Sole Member of its interests in Borrowers in substantially the form of Exhibit J-1 hereto, and (y) Parent of its interest in Sole Member in substantially the form of Exhibit J-2 hereto, together with all certificates evidencing all of the issued and outstanding Equity Interests of Sole Member; and a Security Agreement, in substantially the form of Exhibit F (as amended in accordance with the Loan Documents, duly executed by Sole Member and Parent and each Borrower (together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 6.12), together with: (A) any instruments evidencing Pledged Equity in Sole Member, which shall be certificated, endorsed in blank and delivered with an undated power of attorney, (B) any instruments evidencing Pledged Debt endorsed in blank, including, without limitation, each Sole Member Promissory Note, (C) Financing Statements, in form appropriate for filing under the UCC of all jurisdictions that the Administrative Agent deems necessary or desirable in order to perfect the Liens on the Collateral created under the Security Agreements, the Mortgages and the other Collateral Documents, it 0000-0000-0000\14 being understood and agreed that Borrowers and Sole Member authorize the filing of “all asset” UCC filings with regard to each such Loan Party, as applicable (but no UCC filing shall be required with respect to Sponsor, and the filing, on behalf of Parent shall not be an “all asset” UCC filing, but shall be limited to Parent’s ownership of its interest in Sole Member. (D) completed requests for information, dated on or before the date of the initial Loan, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (E) evidence of the completion of all other actions, consents, recordings and filings of or with respect to the Security Agreement and Collateral Documents that the Administrative Agent may deem necessary or desirable in order to create or perfect the Liens created thereby, and (F) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) each Mortgage, duly executed by the applicable Borrowers, together with: (A) evidence that counterparts of the Mortgages, have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first priority and subsisting Lien on the real property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid; (B) an irrevocable commitment to issue an American Land Title Association Lender’s Extended Coverage title insurance policy (or comparable, in respect of each Project located in Texas) (collectively, the “First Lien Policies”, and, each, a “First Lien Policy”), for each of the Projects with all such endorsements (including “tie-in” endorsements for all properties whether interstate or intra-state as permitted) and in amounts acceptable to the Administrative Agent in its sole and absolute discretion and with costs of such policy to be paid by Borrowers, issued and providing for coinsurance by title insurer(s) as is/are acceptable to the Administrative Agent and Borrowers, insuring each Mortgage to be valid first priority and subsisting Liens on the real property described therein, free and clear of all 0000-0000-0000\14 defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for mechanics’ and materialmen’s Liens and for zoning of the applicable property) and such coinsurance as the Administrative Agent may deem necessary or desirable; (C) An American Land Title Association/National Society of Professional Surveyors form survey of each of the Projects, for which all necessary fees (where applicable) have been paid, and dated no more than 60 days before the Closing Date, certified to the Administrative Agent and the issuer of the applicable First Lien Policy in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Administrative Agent (the “Surveys”, and, each, a “Survey”); (D) evidence of the insurance required by the terms of each Mortgage and this Agreement; (E) an appraisal of each Project for which an appraisal has been ordered by the Administrative Agent complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended from time to time, and the regulations promulgated thereunder from time to time, which appraisal shall be in form and substance satisfactory to the Administrative Agent; and (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first priority and subsisting Liens on the property described in each Mortgage has been taken; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivvi) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good 0000-0000-0000\14 standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vvii) copies of all Leases and Material Contracts, together with (x) estoppel certificates in respect of each Tenant leasing 20,000 square feet or more of space and in the aggregate from Tenant’s representing at least seventy-five percent of the actual aggregate leased square footage of all the Projects representing 75% of the gross rented square footage and (y) SNDAs executed and delivered by any Tenant who has a recorded lease or memorandum of lease or is leasing 20,000 square feet or more of space; (viii) copies of all Ground Leases; (ix) the Subordination of Management Agreement executed by Borrowers and the Property Manager; (x) Ground Lessor Recognition Agreements from the applicable ground lessor; (xi) the Environmental Indemnity duly executed by Borrowers and Guarantors; (xii) each Guaranty in the form attached hereto as Exhibit E-1 and Exhibit E-2, respectively, duly executed by the applicable Guarantor; (xiii) Assignment of Material Contracts executed by Borrowers; (xiv) a favorable legal opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel with respect to each Project and certain other matters with respect to the Loan PartiesLoan, including a non-consolidation opinion from Husch Xxxxxxxxx, addressed to the Administrative Agent and each Lender Lender, with reliance by their respective successors and permitted assignees as provided therein, as to such matters concerning reasonably required by the Loan Parties and Administrative Agent relating to the Loan Documents as and the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents)transactions contemplated thereby; (vixv) a certificate signed by a Responsible Officer of the each Borrower certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correctthat the conditions specified in this Section 4.01 have been satisfied, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, in respect of each such Borrower that has had or could would reasonably be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, ; and (cC) either that the absence of any action, suit, investigation or proceeding pending, or to such Borrower’s knowledge, threatened in any court or before any arbitrator or Governmental Authority in respect of such Borrower, except as otherwise disclosed on Schedule 5.05; 0000-0000-0000\14 (1xvi) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party Parties shall have provided the Initial Lender and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation and other information requested by or on behalf of the Initial Lender and the Administrative Agent as required by the Initial Lender’s policy and bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act U.S. Patriot Act; (Title III xvii) certificates attesting to the Solvency of Pub. L. 107-56 the Loan Parties as a whole after giving effect to the borrowing of the Loan, the granting of the Liens to secure the Obligations and the other transactions contemplated hereunder to occur on or before the Closing Date, as executed by a Responsible Officer of the Loan Parties acceptable to the Administrative Agent; (signed into law October 26xviii) evidence satisfactory to the Administrative Agent that the Insurance Requirements, 2001as described on Schedule 4.01(a)(xviii), have been obtained and are in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as mortgagee, additional insured and/or sole loss payee, as the Administrative Agent may require, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral; (xix) each Account Control Agreement for each Account duly executed by the applicable Borrower, the applicable Depositary Bank or Acceptable Financial Institution, and the Administrative Agent; (xx) an initial Operating Budget for the period beginning with the Closing Date and ending December 31, 2022 (the “Patriot ActInitial Operating Budget”) and (B) an initial Capital Budget for the period beginning with the Closing Date and ending December 31, 2022 (the “Initial Capital Budget”); (xxi) evidence, in form and substance acceptable to the Administrative Agent, in its sole and absolute discretion, (A) of the pay-off in full of all existing debt financing secured by each of the Projects, or subject to a negative pledge by such Borrower, Sole Member or Parent as applicable (the “Existing Financing”), (B) of the termination of existing UCC financing statements and of the release of all mortgages and deeds of trust and related documents, in each case, relating to the Existing Financing and (C) no default has occurred or has been threatened (whether orally or in writing) under any Existing Financing; (xxii) each other Collateral Document duly executed and delivered by each applicable Loan Party and each other party thereto; (xxiii) flood plain searches with respect to each applicable Project indicating that each Project is not located in a “flood zone” except for the 0000-0000-0000\14 property located at 1024 24th Street SW, Minot, North Dakota, for which flood insurance has been obtained; and (xxiv) UCC lien and litigation searches for each Loan Party have been completed and delivered to the satisfaction of the Administrative Agent and the Initial Lender. (b) The Administrative Agent and the Initial Lender must have received such inspection and other reports and appraisals relating to the Improvements of each Project (each acceptable to the Administrative Agent and the Initial Lender in their sole and absolute discretion) and the Administrative Agent and the Initial Lender must be satisfied, in their sole and absolute discretion, with the condition of such Improvements. (c) The Administrative Agent and the Lender must have received and approved, in their sole discretion, (i) an ASTM E1527-13 compliant Phase I Environmental Site Assessment for each Lender Project, from a consultant approved by the Administrative Agent, and (ii) an insurance report for each Project from a consultant approved by the Administrative Agent. (d) All fees required to be paid to the Administrative Agent and the Lenders on or before the Closing Date including without limitation, the Structuring Fees shall have received all fees been paid, as evidenced by a “sources and other amounts due uses” summary executed by Borrowers, which “sources and payable to them uses” shall provide for funding of the Real Estate Tax Account in the amount of the Real Estate Tax Account Closing Date Funding Amount. (e) Unless waived by the Borrower on or Administrative Agent, Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent previously agreed in writing and to the extent invoiced prior to or on the Closing Date, includingplus such additional amounts of such fees, to the extent invoicedcharges and disbursements as shall constitute its reasonable estimate of such fees, reimbursement or payment of all reasonable charges and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted disbursements incurred or to be satisfied with, each document or other matter required thereunder to be Consented to or approved incurred by or acceptable or satisfactory to it through the closing proceedings (provided that such estimate shall not thereafter preclude a Lender unless final settling of accounts between Borrowers and the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoAgent).

CONDITIONS OF BORROWING. The obligation of each Lender to make its portion of the Priority Term Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) Loan Documents, Organization Documents, Etc. The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty and/or of each other party thereto, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Borrowerother Loan Documents; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) executed counterparts of the Intercreditor Agreement; (iv) copies of the Organization Documents of the Borrower and each Collateral Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Person to be true and correct as of the Closing Date; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;; and (ivvi) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in (A) the jurisdiction of its incorporation or organization and (B) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor the Collateral Agent and “no conflicts” with the First Lien Loan Documents); (vi) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are true and correct in all material respects, in each case, on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a certificate from the chief financial officer of the Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

CONDITIONS OF BORROWING. The obligation of each Lender shall not be obligated to make its Loan any loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedentunless: (a) The Administrative Agent’s receipt the Interim Notes or Term Notes evidencing such loan shall have been duly executed and delivered to lender; (b) Borrower shall have executed and delivered to Lender the supplemental Security Agreement describing the collateral and stating, except with respect to progress payment funding, the location thereof; (c) Except with respect to progress payment funding, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and Security Agreement; (d) Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the followingloan and the collateral being financed, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedincluding, each properly executed by a Responsible Officer of without limitation. Uniform Commercial Code lien releases and the signing Loan Partyconsent and waiver, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Administrative Agent: (i) executed counterparts real property where any of this Agreement sufficient in number for distribution the collateral is to the Administrative Agent, each Lender and the Borrowerbe located; (iie) a Note executed All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Borrower in favor of each Lender requesting a Note; (iii) collateral by being financed by such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act loan as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is valid perfected first priority security interest shall have been duly organized or formedeffected, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to enforceabilityLender, due authorizationand all fees, perfection of the Liens in favor the Collateral Agent taxes and “no conflicts” with the First Lien Loan Documents);other charges relating to such filings and recordings shall have been paid by Borrower. (vif) a certificate signed by a Responsible Officer of the Borrower certifying (a) that (1) the The representations and warranties of the Loan Parties contained in Article V or any other this Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (A) which are qualified by materiality are true and correct, and (B) which are not qualified by materiality are Security Agreement shall be true and correct in all material respects, in each case, respects on and as of the Closing Date, except to date of the extent that such representations making of any loan hereunder with the same effect as if made on and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date and (2) no Default exists or would result from the borrowing of the Loans or from the application of the proceeds thereof, (b) that there has been no event or circumstance since May 1, 2021, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (c) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effectdate; (viig) a certificate In the sole judgment of Lender, there shall have been no material adverse change in the financial condition, business or operations of Borrower from the chief earliest date of any financial officer of the Borrowerstatement, credit report, business report or similar document submitted to Lender for its review. (h) All Loan Documents shall be satisfactory to Lender's attorneys; and (i) Lender shall have received, in form and substance satisfactory to the Administrative Agentlender, attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis such other documents as of the Closing Date after giving effect to the transactions contemplated hereby; (viii) the Perfection Certificate; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; and (xi) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded, in each case, to the reasonable satisfaction of the Collateral Agent. (b) The Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). (c) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to them by the Borrower on or prior to the Closing Date, require including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including the legal fees and expenses of King & Spalding LLP, Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxx Xxxxxx & Ashton LLP, counsel to the Agents and the Lenders, as applicable); provided that, in the case of costs and expenses, an invoice for all such fees and expenses shall be received by the Borrower at least one (1) Business Day prior to the Closing Date for payment to be required as a condition to the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory but not limited to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretorequest, proof of payment, vendor invoices and certificates of authority and incumbency.