Common use of Conditions Precedent to Closing Date Clause in Contracts

Conditions Precedent to Closing Date. The obligations of the Lenders to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility on the Closing Date shall become effective on the first date on which each of the following conditions is satisfied (or waived in accordance with Section 9.01: (a) The Administrative Agent (or its counsel) shall have received the following: (i) from each party hereto and thereto either (a) a counterpart of this Agreement and each other Loan Document signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party; (ii) copies of (a) the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, as the case may be, and governmental approvals, if any, with respect to this Agreement, in each case certified as of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicable; (iii) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Agreement and the other documents to be delivered by the Company or such Guarantor hereunder; (iv) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Date; (v) legal opinions of (i) Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to the Arrangers; (vii) a certificate of an authorized officer of the Company, dated the Closing Date, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. (b) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion). (c) The Administrative Agent and the Collateral Agent shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Conditions Precedent to Closing Date. The obligations occurrence of the Lenders to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility on the Closing Date shall become effective on the first date on which each is subject to satisfaction or waiver of the following conditions is satisfied (or waived in accordance with Section 9.01precedent: (a) The Administrative issuance of the Bonds and submission to the Agent of duplicate originals or certified copies of all of the documents submitted in connection with the issuance of the Bonds on the Closing Date, which shall be in form and substance satisfactory to the Agent; (or its counselb) shall have received receipt by the Issuing Bank of the following, in each case in the form approved by the Agent on the Closing Date: (i) from each party hereto and thereto either (a) a counterpart of this Agreement and each other the DSR LOC Loan Document signed on behalf of such party or (b) written evidence satisfactory to Note duly executed by the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a partyCompany; (ii) copies of (a) the resolutions of the Board of Directors or similar governing body an original of each of the Company and each GuarantorSecurity Documents, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, as the case may be, and governmental approvals, if any, with respect to this Agreement, in each case certified as of the Closing Date duly executed by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicableparties thereto; (iii) a certificate of the Secretary or an Assistant Secretary or other authorized officer copy of each of other Financing Document, duly executed by the Company parties thereto and each Guarantor, dated the Closing Date, certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Agreement and the other documents to be delivered certified by the Company or such Guarantor hereunderas to completeness and authenticity; (iv) a certificate written opinions of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior counsel acceptable to the Closing DateAgent, addressed to the Agent and the Banks, and in form and substance satisfactory to the Agent and covering such matters as the Agent may reasonably request; (v) legal opinions of (i) Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably evidence satisfactory to the Arrangers; (vii) a certificate of an authorized officer Agent that each of the Company, dated the Closing Date, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse parties to the Lenders or the Arrangers (in their capacity as such) without the consent Project Contracts, Financing Documents and Security Documents shall have duly and irrevocably appointed a process agent to act for and on behalf of the Arrangers (such consent not person, to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, all documentation receive summonses and other information reasonably requested legal process in connection with respect any suit, action or proceeding relating to such documents in the Company and any Guarantor jurisdictions in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information it is required by regulatory authorities under applicable “know your customer” to submit to such jurisdiction and anti-money laundering rules such appointment shall have been accepted and regulations, including all fees scheduled to accrue to each such agent for the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company service of process shall deliver a Beneficial Ownership Certificationhave been paid in full; and (xvi) as of evidence satisfactory to the Closing DateAgent that all actions necessary or appropriate in order to effectively establish, create or perfect the information included in the Beneficial Ownership Certification is true and correct in all respects. (b) The Collateral and Guarantee Requirement shall Security Interest have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion)duly taken. (c) The Administrative payment by the Company of all accrued fees and expenses (as provided in Sections 2.5 and 9.4) of the Agent and the Collateral Agent shall have received all Banks (including the reasonable accrued fees and other amounts previously agreed in writing by disbursements of counsel to the Arrangers Agent and the Company to be due and payable on or prior to the Closing Date, includingBanks), to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement that one or payment of all out-of-pocket more statements for such fees and expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and bindinghave been presented for payment.

Conditions Precedent to Closing Date. The obligations of the Lenders to make the Spin Transaction Initial Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility on the Closing Date shall become effective on are subject to the first date on which each satisfaction (or waiver in accordance with Section 9.08) of the following conditions is satisfied (or waived in accordance with Section 9.01on the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each of the following: Parent Borrower, the Co-Borrower and the Lenders (i) from each party hereto and thereto either (a) a counterpart of this Agreement and each other Loan Document signed on behalf of such party or (bii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission of a signed counterpart of this Agreement(e.g., “pdf”)) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party;Agreement. (ii) copies of (a) the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company actionThe Administrative Agent and the Lenders shall have received, (i) a written opinions of Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, as special counsel for the case Loan Parties and from such other U.S. local counsel for the Loan parties as the Required Lenders may be, and governmental approvals, if any, with respect to this Agreement, in each case certified as of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicable; request (iiiA) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, certifying (B) addressed to the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Agreement Administrative Agent and the other documents to be delivered by the Company or such Guarantor hereunder; (iv) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Date; (v) legal opinions of (i) Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from Lenders on the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, and (C) in form and substance reasonably satisfactory to the Arrangers; Required Lenders covering such matters relating to the Loan Documents as the Required Lenders shall reasonably request and (viiii) a certificate written opinion of an authorized officer of Xxxxxxx, Xxxxx & Xxxxxxxxx LLP, as Canadian counsel for the CompanyLoan Parties and from such other Canadian local counsel for the Loan Parties as the Required Lenders deem necessary, (A) dated the Closing Date, stating that (aB) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed addressed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. (b) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated Lenders on the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s(C) or instrument(s) necessary to satisfy the Collateral in form and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) substance reasonably satisfactory to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide Required Lenders covering such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date matters as the Administrative Agent may agree and (2) the Company Required Lenders shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion)reasonably request. (c) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) in the case of the U.S. Loan Parties, that attached thereto is a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (iv) below, (iv) that attached thereto is a true and complete copy of the minutes of, or resolutions duly adopted by, the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person is a party and, in the case of the Parent Borrower and the Collateral Co-Borrower, the borrowings hereunder, and that such minutes or resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (v) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, and (vi) the name and title of any Responsible Person with respect each such applicable Loan Party. (d) The Administrative Agent and Lenders shall have received a completed Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Parent Borrower, together with all attachments contemplated thereby, and the Lenders shall have received the results of a search of the Uniform Commercial Code or PPSA (or equivalent), tax and judgment, United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Required Lenders that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released (or arrangements reasonably satisfactory to the Required Lenders for such release shall have been made); (e) The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit H and signed by a Financial Officer of the Parent Borrower confirming the solvency of the Parent Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date; (f) The Agents shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company payable thereto or to be due and payable any Lender on or prior to the Closing Date, includingDate and, to the extent invoiced at least two one (1) Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counselXxxxx Xxxx & Xxxxxxxx LLP, Goodmans LLP and Xxxxxxxxx & Xxxxxxx LLP) required to be reimbursed or paid by the Company Loan Parties hereunder or under any Loan Document. Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans); (g) Except as set forth in Schedule 5.13 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”), the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date; (h) The Administrative Agent and the Lenders shall have received all documentation and other information required by Section 3.25(a)(ii) and (iii) on or prior to the dates set forth therein, as applicable, to the extent such information has been requested not less than three (3) Business Days prior to the Closing Date; (i) The Administrative Agent shall notify have received a Borrowing Request as required by Section 2.03; (j) The representations and warranties set forth in the Company Loan Documents shall be true and correct in all material respects as of such date, in each case, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and except to the extent such representations and warranties are qualified by materiality, Material Adverse Effect or similar language (in which case such representations and warranties shall be true and correct in all respects); (k) At the time of and immediately after such Borrowing, no Default or Event of Default shall have occurred and be continuing; (l) The Administrative Agent and the Lenders shall have received a closing date certificate substantially in the form of Exhibit I and signed by a Financial Officer of the Parent Borrower which shall include certifications to the effect that the conditions precedent set forth in Sections 4.01(j) and (k) hereof have been satisfied on the Closing Date; (m) Farm Credit Canada shall have provided its consent to the incurrence of the Initial Term Loan Facility; and (n) The Administrative Agent and the Lenders shall have received the Historical Financial Statements. For purposes of determining compliance with the conditions specified in this Section 4.01, and such notice each Lender shall be conclusive and bindingdeemed 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 the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Xxxxxx’s ratable portion of the initial Borrowing.

Conditions Precedent to Closing Date. The obligations effectiveness of this Agreement shall be subject to the Lenders to make conditions precedent that the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans Lender shall have received each following documents and the availability of the Revolving Facility on the Closing Date shall become effective on the first date on which each of the following conditions is satisfied (shall have occurred, or waived shall occur concurrently therewith, each in accordance with Section 9.01form and substance reasonably satisfactory to the Lender: (a) The Administrative Agent (or its counsel) Lender shall have received the following: (i) from each party hereto and thereto either (a) a counterpart of this Agreement and each other Loan Document signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party; (ii) copies of (a) the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, as the case may be, and governmental approvals, if any, with respect to this Agreement, in each case certified as of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicable; (iii) a certificate of from the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each GuarantorBorrower, dated the Closing Date, signed by an Authorized Officer of the Borrower, substantially in the form of Exhibit C hereto, certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, Borrower authorized to sign this Agreement the Credit Documents and the other documents to be delivered by the Company or such Guarantor hereunder; (iv) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company attaching true, correct and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the complete copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Date; (v) legal opinions of (i) Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to the Loan Parties, dated Organizational Documents of the Closing Date, substantially in the form of Exhibit C-1 hereto Borrower and (ii) Xxxxxxxx the necessary resolutions of the board of directors (and/or other relevant governing body) of the Borrower, each certified by an Authorized Officer of the Borrower (which certificate shall state that such resolutions are in full force and Wedge, special Nevada counsel to the Loan Parties, dated effect on the Closing Date, substantially in the form of Exhibit C-2 hereto;). (ab) The Lender shall have received copies of the audited consolidated balance sheets and related consolidated annual financial statements of incomethe Borrower for the fiscal years ended June 30, shareholders’ equity 2013 and cash flows 2014, the six-month period ended December 31, 2014 and the fiscal year ended December 31, 2015. (c) The Lender shall have received an acceptance letter regarding the Borrower’s appointment of the Company for Process Agent, duly executed and delivered by the three most recently completed fiscal years of Process Agent. (d) All fees and expenses required to be paid under the Company ended at least 90 days Credit Documents (including the Fee Letter as applicable) on or prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of in each case to the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended extent invoiced at least 45 days one (1) Business Day prior to the Closing Date; provided that the requirements of clauses (a) and (b) , shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to the Arrangers;have been paid. (viie) a certificate of an authorized officer of the Company, dated the Closing Date, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which The Lender shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any have received such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, all documentation and other information reasonably requested with respect to about the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is Borrower required by regulatory authorities under applicable client onboarding procedures or “know your customer” and or anti-money laundering rules and regulations, including the USA PATRIOT Act and (2) Act, as has been reasonably requested in writing at least five Business Days 10 days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. (bf) The Collateral Borrower shall be in compliance with all applicable Laws, requirements and Guarantee Requirement Governmental Approvals in respect of the launching of the Tender Offer. (g) The Lender shall have been satisfied received duly executed and delivered offer and acceptance letters or counterparts with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion)Argentine Guaranty Agreement. (c) The Administrative Agent and the Collateral Agent shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Conditions Precedent to Closing Date. The obligations In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the Lenders to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility on the Closing Date shall become effective on the first date on which time that each of the following conditions is has been satisfied (or waived in accordance with Section 9.01:the date, if any, upon which such conditions are first satisfied is referred to herein as the “Closing Date”): (a) The Administrative Each Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof; provided, however, that Borrowers shall not be required to deliver a Lien Waiver on the Closing Date for a location for which Agent has established a Rent and Charges Reserve. (or its counselb) [Reserved.] (c) Each Collateral and Guarantee Requirement shall have been satisfied and Agent shall have received the following: (i) from each party hereto and thereto either (a) a counterpart of this Agreement and each other Loan Document signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party; (ii) copies of (a) the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, as the case may be, and governmental approvals, if any, with respect to this Agreement, in each case certified completed Perfection Certificate dated as of the Closing Date and signed by an executive officer or Financial Officer of each Obligor, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code, PPSA and equivalent filings made with respect to the Obligors in the jurisdictions contemplated by the Secretary Perfection Certificate and copies of the financing statements (or an Assistant Secretary similar documents) disclosed by such search and evidence reasonably satisfactory to Agent (including PPSA estoppel letters) that the Liens indicated by such financing statements (or similar documents) are permitted by Section 10.2.2 or have been released or will be released pursuant to UCC-3 financing statements, PPSA termination statements or other authorized officer release documentation delivered to Agent. (d) Agent shall have received duly executed agreements establishing and/or evidencing each Dominion Account and (where applicable) related lockbox and each Controlled Account, each in form and substance, and with financial institutions, satisfactory to Agent. (e) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower and each Mexican Domiciled Obligor certifying that, after giving effect to the Company or such Guarantorinitial Loans and transactions hereunder, as applicable; (i) no Default exists; (ii) the representations and warranties set forth in Section 9 are true and correct; and (iii) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (f) Agent shall have received a certificate of the Secretary or an Assistant Secretary or other a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents (including, without limitation, charter documents of such Obligor that are, except with respect to a UK Domiciled Obligor or a Dutch Domiciled Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization) are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Company Loan Documents is true and each Guarantorcomplete, dated and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and (with respect to the Closing DateU.S. Obligors, certifying together with the names and true signatures resolutions delivered pursuant to Section 6 of the officers Original Loan Agreement) constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of the Company and such Guarantor, as the case may be, each Person authorized to sign the Loan Documents. Agent may conclusively rely on this Agreement and the other documents to be delivered certificate until it is otherwise notified by the Company or such Guarantor hereunder;applicable Obligor in writing. (ivg) Agent shall have received a certificate written opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, as well as any local counsel to Obligors or Agent (including, without limitation, Canadian, English, Mexican and Dutch counsel), in form and substance satisfactory to Agent. (h) Agent shall have received good standing certificates for each Obligor (other than the Dutch Domiciled Obligors) issued by the Secretary or an Assistant Secretary of State or other authorized officer appropriate official of each such Obligor’s jurisdiction of the Company organization and each Guarantorjurisdiction in the United States, dated Canada, the Closing DateUnited Kingdom, attaching and certifying Mexico or the correctness and completeness Netherlands where such Obligor’s conduct of the copies business or ownership of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, Property necessitates qualification (in each case, to the extent that such certificates or certificates of similar subject matter are issued, in general, by such officials in such jurisdictions). (i) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Obligors, together with a good standing certificate from loss payable endorsement naming Agent as loss payee and reasonably acceptable to Agent, all in compliance with the state Loan Documents. (j) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its organizationprevious field examination, each with results satisfactory to Agent. No material adverse change in the financial condition of Obligors and their Subsidiaries, taken as a whole, or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2014. The capital structure of the Obligors shall be satisfactory to Agent. (k) Borrowers shall have paid all fees and expenses (provided that legal fees required to be dated paid as a recent date condition precedent to the occurrence of the Closing Date shall be limited to such legal fees as to which Borrowers have received a summary invoice) required to be paid to Agent and/or the Lenders under the Loan Documents on or prior to the Closing Date;. (vl) legal opinions of (i) Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows Agent shall have received a Borrowing Base Report as of the Company for the three most recently completed fiscal years of the Company ended recent month ending at least 90 15 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to the Arrangers;. (viim) a certificate of an authorized officer of the Company, dated the Closing Date, stating that (a) the Specified Representations are true Agent and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, have received all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Patriot Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respectsother AML Legislation. (bn) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer copies of the Companyany Term Loan Document or modifications to the Term Loan Documents executed in connection with the Transactions, together with all attachments contemplated thereby; provided, however, that which shall be in form and substance satisfactory to Agent and shall be in full force and effect. (o) Agent shall have received the delivery originals of any document(s) or instrument(s) necessary to satisfy pledged Collateral representing all of the issued and outstanding shares of the Equity Interests constituting Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause Agent under the Loan Documents, in each case together with stock powers (yor the equivalent, including, without limitation, endorsements (endosos)) above mayduly executed in blank with respect thereto (except with respect to uncertificated pledged Collateral and such Collateral that constitutes Term Priority Collateral). (p) Agent shall have received payoff or release letters, with in form and substance satisfactory to Agent, confirming that the consent Obligors and their Subsidiaries are released from all obligations under any Debt not expressly permitted by this Agreement and providing a release of all of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, Liens existing with respect to any Mortgaged Property such Debt in and to the items required by clause (e) assets of the definition applicable Obligors and their Subsidiaries, together with termination statements and other documentation evidencing the termination of Collateral any such Liens in and Guarantee Requirement relating thereto, ninety (90) days after to the Closing Date (subject, in each case, to extensions approved by properties and assets of the Administrative Agent in its reasonable discretion)applicable Obligors and their Subsidiaries. (cq) The Administrative Agent and the Collateral Agent shall have received all fees evidence, in form and other amounts previously agreed substance satisfactory to Agent, that the Mexican Domiciled Obligors have irrevocably appointed the Borrower Agent, before a Mexican notary public, a special irrevocable power of attorney, in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, includingform of Exhibit E, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment act as its agent for service of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and bindingprocess.

Conditions Precedent to Closing Date. The obligations Consistent with the Existing Credit Agreement and shall include, for the avoidance of the Lenders doubt, Conditions Precedent to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility on the Closing Date shall become effective on the first date on which each of the following conditions is satisfied (or waived in accordance with Section 9.01: respect to: (a) The Administrative Agent minimum Liquidity (or its counselwhich shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) shall have received on the following: (i) from each party hereto and thereto either (a) a counterpart Restructuring Effective Date of this Agreement and each other Loan Document signed on behalf of such party or no less than $300,000,000; (b) written evidence the execution of mortgages and/or mortgage amendments or supplements evidencing the granting of first-priority perfected real property mortgages on the Mortgaged Properties; (c) delivery of account control agreements in form and substance reasonably satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party; (ii) copies of (a) the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, as the case may be, and governmental approvals, if any, with respect to this Agreementthe deposit, in each case certified as securities and other accounts of the Closing Date Credit Parties (subject to customary exceptions to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Secretary or an Assistant Secretary or other authorized officer Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties of the Company or such GuarantorCredit Parties are located, as applicable; (iii) a certificate taking into account the size, scope and number of leases and xxxxx of the Secretary or an Assistant Secretary or other authorized officer of each Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the Company and each Guarantor, dated the Closing Date, certifying the names and true signatures total PV-9 Pricing of the officers Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the Company and such Guarantor, as the case may be, authorized to sign this Agreement “Plan Effective Date” and the other documents entry of a confirmation order in form and substance reasonably satisfactory to be delivered by the Company Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or such Guarantor hereunder; stayed; (ivg) a certificate the preparation, authorization and execution of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, togetherFinancing Documentation, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Date; (v) legal opinions of (i) Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to the Arrangers; Borrower, the Administrative Agent and the Lenders; (viih) a certificate the payment of an authorized officer all fees and expenses (including reasonable and documented fees and expenses of counsel) required to be paid to the Administrative Agent and the Lenders on or before the Restructuring Effective Date, to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower and the Guarantors, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed to the satisfaction of the Company, dated Administrative Agent; (j) receipt by the Closing Date, stating that Administrative Agent of evidence of insurance in accordance with the Financing Documentation; (ak) the Specified Representations are true and correct accuracy in all material respects of all representations and warranties set forth in the Financing Documentation (except those Specified Representations provided that any such representations and warranties that are qualified by as to materiality, which shall be true and correct in all respects), ; and (bl) the Company is in compliance with its obligations absence of any default or event of default under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respectsExisting Credit Agreement. (b) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion). (c) The Administrative Agent and the Collateral Agent shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Conditions Precedent to Closing Date. The obligations of the Lenders to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility on On the Closing Date shall become effective on the first date on which each of the following conditions is satisfied (or waived in accordance with Section 9.01Date: (a) The Administrative Agent (or its counsel) shall have received the following: (i) from each party hereto and thereto either (a) a counterpart of this Agreement and each other Loan Document signed received, on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party; (ii) copies of (a) the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, as the case may be, and governmental approvals, if any, with respect to this Agreement, in each case certified as of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicable; (iii) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Agreement itself and the other documents to be delivered by the Company or such Guarantor hereunder; (iv) Lenders a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Date; (v) legal opinions favorable written opinion of (i) Xxxxxx Kxxxxxxx & Xxxxxxx Exxxx LLP, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of Borrower and the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023Subsidiaries, in form and substance reasonably satisfactory to the Arrangers; Arrangers and their counsel and (viiii) a certificate of an authorized officer of each special and local counsel to the CompanyBorrower and the Subsidiaries as the Arrangers may reasonably request, in each case (A) dated the Closing Date, stating that (aB) addressed to the Specified Representations Arrangers, the Administrative Agent, the Collateral Agent, and the Lenders and (C) covering such matters relating to the Loan Documents and the Transactions as the Arrangers shall reasonably request and which are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), customary for transactions of the type contemplated herein. (b) The Administrative Agent shall have received (i) a copy of the Company certificate or articles of incorporation or other formation documents, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Borrower as in compliance with its obligations under Section 2.15(c)effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (cB) with respect to the Spin Transaction shall be consummated in accordance with Borrower, that attached thereto is a true and complete copy of resolutions duly adopted by the terms and conditions Board of Directors of the Separation Agreement Borrower authorizing the execution, delivery and performance of the Loan Documents to which the Borrower is a party and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (without waiver C) that the certificate or articles of incorporation or other formation documents of the Borrower has not been amended since the date of the last amendment thereto agreed shown on the certificate of good standing furnished pursuant to by the Company that in any such case is materially adverse clause (i) above and (D) with respect to the Lenders Borrower, as to the incumbency and specimen signature of each officer executing any Loan Document or the Arrangers (any other document delivered in their capacity as such) without the consent connection herewith on behalf of the Arrangers Borrower; (such consent not iii) a certificate of another officer as to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing incumbency and specimen signature of the Spin Transaction Term Loans and, if elected by Secretary or Assistant Secretary executing the Company, the Acquisition Term Loans certificate pursuant to (ii) above; and (div) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Dateif requested, all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT USA Patriot Act and (2) at least five Business Days prior to the Closing Datetitle III of Pub. L. 107-56 (signed into law October 26, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. (b) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion2001)). (c) The Administrative Agent and the Collateral Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of the Borrower, (ii) if requested by any Lender pursuant to Section 2.04, a promissory note or notes conforming to the requirements of such Section and executed and delivered by a duly authorized officer of the Borrower, and (iii) a Lender Addendum executed and delivered by each Lender and accepted by the Borrower. (d) The Borrower shall have paid all fees and reasonable, documented out-of-pocket costs and expenses (including reasonable legal fees and expenses of Lxxxxx & Wxxxxxx LLP, counsel to the Arrangers, and any special regulatory counsel) and their technical and other amounts previously non-financial advisors, title premiums, survey charges and recording taxes and fees) and other compensation accrued and payable as of such date to the Arrangers, the Administrative Agent or the Lenders as separately agreed in writing by the Arrangers Borrower and the Company to be due and payable Arrangers. (e) The Arrangers shall have received the financial statements required on or prior to the Closing Date, including, Date pursuant to Section 3.05 all in form and substance reasonably satisfactory to the extent invoiced at least two Business Days Arrangers. (f) The Arrangers shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Borrower and such search shall reveal no Liens on any of the assets of the Borrower except, in the case of Collateral other than Pledged Securities, for Permitted Liens, and in respect of Pledged Securities, the Permitted Liens in clause (h) of the definition thereof and except for Liens to be discharged on or prior to the Closing DateDate pursuant to documentation reasonably satisfactory to the Arrangers or such other Liens that are not discharged with the consent of the Administrative Agent, reimbursement or payment of all out-of-pocket expenses as such consent may be provided in the Administrative Agent’s reasonable judgment. (g) The Borrower shall have furnished to the Administrative Agent, for distribution to each Lender, a detailed consolidated budget for each fiscal year through 2012 (including reasonable fees, charges a projected consolidated balance sheet and disbursements related statements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company projected operations and the Lenders cash flows as of the Closing Date, end of and for such notice shall be conclusive fiscal year and bindingsetting forth the assumptions used for purposes of preparing such budget).

Conditions Precedent to Closing Date. The obligations obligation of the Lenders Banks to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility Advances hereunder on the Closing Date shall become effective on the first date on which each is subject solely to satisfaction (or waiver) of the following conditions is satisfied precedent, and upon satisfaction (or waived in accordance with Section 9.01waiver) of such conditions each Bank shall make its Advance hereunder on the Closing Date: (a) The Administrative Agent (or its counsel) shall have received all of the following, each of which shall be originals unless otherwise specified: (i1) from each party hereto and thereto either (a) a counterpart of this Agreement and each other Loan Document signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart executed counterparts of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party; (ii) copies of (a2) the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, as the case may be, and governmental approvalsNotes, if any, with respect to this Agreement, in each case certified as of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicable; (iii) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantorrequested, dated the Closing DateDate and executed by the Borrower in favor of each Bank, certifying the names and true signatures each in a principal amount equal to that Bank’s Pro Rata Share of the officers of the Company and such GuarantorCommitment, as the case may be, authorized to sign this Agreement and the other documents to be delivered by the Company or such Guarantor hereunderin accordance with Section 2.1(g); (iv3) a certificate certified copy of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreementthe Borrower, together, in each case, together with a good standing certificate from the state Secretary of its organizationState of the State of incorporation of the Borrower and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of such state, each to be dated a recent date prior to the Closing Date; (v4) legal opinions copies of the Borrower’s Bylaws, certified as of the Closing Date by the corporate secretary or an assistant secretary of the Borrower; (i5) resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower is a party, certified as of the Closing Date by the corporate secretary or an assistant secretary of the Borrower as being in full force and effect without modification or amendment; (6) signature and incumbency certificates of the officers of the Borrower executing this Agreement and the other Loan Documents; (7) the favorable written opinion of Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to the Loan PartiesBorrower, dated as of the Closing Date; (8) a certificate dated the Closing Date, substantially Date as to the financial condition and solvency of the Borrower in the form of attached as Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 E hereto; (a9) (A) for each of the fiscal years 2010, 2011, and 2012, the audited consolidated balance sheets sheet of each of the Borrower and the Acquired Business as of the end of such fiscal year and related audited consolidated statements of incomeoperations, cash flows and shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Dateequity, (bB) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s 2013 fiscal year) year ended at least 45 days prior to the Closing Date, an unaudited balance sheet and related statements of operations and cash flows of each of the Borrower and the Acquired Business for such fiscal quarter and for the elapsed period of the 2013 fiscal year and for the comparable periods of the prior fiscal year; and (C) any additional audited and unaudited financial statements for all recent, probable or pending acquisitions by the Borrower or the Acquired Business that would be required to be filed in a Form 8-K if the Borrower or the Acquired Business were a reporting company under the Securities Exchange Act of 1934; provided that the requirements of clauses information in this clause (a) and (bC) shall only be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect with respect to the Transactions as if Acquired Business to the Transactions had occurred as extent such information would be necessary for inclusion in a registration statement under the Securities Act relating to the issuance of the relevant date pursuant to SEC Form 10 requirements (indebtedness in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to the Arrangerspublic markets; (vii10) a certificate of an authorized the chief financial officer of the CompanyBorrower to the effect that the ratio of (x) Consolidated Total Debt of the Borrower and its subsidiaries at the Closing Date after giving effect (excluding for clarity the Term Financing) to the Transaction to (y) Consolidated Capitalization as set forth in the pro forma financial statements giving effect (excluding for clarity the Term Financing) to the Transaction is not greater than 0.65 :1.0; and (11) a Certificate of a Senior Officer of the Borrower certifying that the conditions specified in Sections 8.2(b), dated 8.2(c) and 8.2(f) have been satisfied as of the Closing Date. (b) The purchase by a Subsidiary of the Borrower of the outstanding shares of Company Common Stock (as defined in the Acquisition Agreement) shall have been or shall be, substantially simultaneously with the Advances made on the Closing Date, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms of that certain Agreement and conditions Plan of Merger dated as of August 24, 2013 among the Separation Agreement (Borrower, Arena Acquisition Company and the Acquired Business without waiver giving effect to any amendments, modifications, supplements, waivers or amendment thereto agreed to consents by the Company Borrower or any of its Affiliates thereto that in any such case is are materially adverse to the Lenders or interests of the Banks and not approved by the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent which approval shall not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and(as so amended, if elected by the Companymodified, supplemented or waived, and including all exhibits, schedules and annexes thereto, the “Acquisition Term Loans Agreement”). It is understood and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. (b) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, agreed that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for any change to the execution and delivery definition of “Material Adverse Effect” in the Collateral Documents (other than any Mortgage) Acquisition Agreement and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests any reduction in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subjectprice shall, in each case, be deemed to extensions approved by be materially adverse to the Administrative Agent interest of the Banks; provided that a reduction in its reasonable discretionthe purchase price of ten percent (10%) or less, shall not in and of itself be deemed material as long as the amount of the reduction is applied to reduce the indebtedness incurred to finance the Acquisition (excluding for clarity the Term Financing). (c) The Since August 24, 2013 there shall not have occurred a “Material Adverse Effect” (as defined in the Acquisition Agreement) or any change, event, circumstance or development that is, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect (as defined in the Acquisition Agreement). (d) All fees due to the Administrative Agent and the Collateral Agent shall have received all fees and other amounts previously agreed in writing by Agent, the Arrangers and the Company Banks required to be due and payable paid on or prior to the Closing Date, includingDate and, to the extent invoiced at least two Business Days business days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses (including reasonable and the fees, charges costs and disbursements expenses referred to in Section 11.3(a) shall have been paid, in each case, from the proceeds of counselthe initial Advance. (e) required To the extent requested at least ten days prior to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, the Borrower shall have provided the documentation and such notice other information to the Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act. (f) The Acquisition Agreement Representations and the Specified Representations shall be conclusive true and bindingcorrect. If the Closing Date has not occurred on or before February 24, 2014, no Bank shall have any obligation to make any Advances under this Agreement and the Commitment of each Bank shall be automatically terminated in full on such day. For the avoidance of doubt, the conditions in this Section 8.2 shall not be conditions to the funding of each Bank’s Pro Rata Share of the Commitments on the Pre-Funding Date.

Conditions Precedent to Closing Date. The obligations of the Lenders to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans This Agreement shall become effective and the availability of the Revolving Facility on the Closing Date shall become effective occur when Administrative Agent has received all of the agreements, documents, instruments and other items described in this Section 4.01 and the other conditions precedent set forth in this Section 4.01 have been satisfied (and on the first date on Closing Date, Administrative Agent shall deliver written notice to Borrower and Lenders that such conditions precedent have been satisfied and that the Closing Date has occurred, which each written notice shall be conclusive of the following conditions is satisfied (or waived in accordance with Section 9.01:such occurrence): (a) The Unless waived by all Lenders, each of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of Borrower, each dated on, or in the case of third-party certificates recently before, the Closing Date and each in form and substance satisfactory to Administrative Agent (or and its legal counsel) shall have received the following: (i) from each party hereto and thereto either (a) a counterpart of this Agreement and each other Loan Document signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart Executed counterparts of this Agreement) that such party has signed a counterpart of this Agreement , sufficient in number for distribution to Administrative Agent, Lenders and each other Loan Document to which it is a partyBorrower; (ii) copies of (a) the resolutions of the Board of Directors or similar governing body Notes executed by Borrower in favor of each of Lender requesting same, substantially in the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, form attached as the case may be, and governmental approvals, if any, with respect to this Agreement, in each case certified as of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicableExhibit C; (iii) a certificate Such certificates of the Secretary or an Assistant Secretary resolutions or other authorized officer action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as Administrative Agent may request to establish the identities of and verify the authority and capacity of each of the Company and each Guarantor, dated the Closing Date, certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, Responsible Officer thereof authorized to sign this Agreement and the other documents to be delivered by the Company or such Guarantor hereunderact as a Responsible Officer thereof; (iv) a Such evidence as Administrative Agent may request to verify that Borrower is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including certified copies of Borrower's certificate of the Secretary or an Assistant Secretary or other authorized officer incorporation and bylaws and certificates of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each and/or qualification to be dated a recent date prior to the Closing Dateengage in business; (v) legal opinions A certificate signed by a Responsible Officer of Borrower certifying (iA) Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to that the Loan Parties, dated the Closing Date, substantially conditions specified in the form of Exhibit C-1 hereto Sections 4.01(c) and (iid) Xxxxxxxx have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has a Material Adverse Effect, and Wedge, special Nevada counsel to (C) the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 heretocurrent Debt Ratings; (avi) audited consolidated balance sheets and related consolidated statements An opinion of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior counsel to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, Borrower in form and substance reasonably satisfactory to the Arrangers;Administrative Agent; and (vii) a certificate of an authorized officer of the CompanySuch other customary certificates, dated the Closing Date, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver documents or amendment thereto agreed to by the Company that in any such case is materially adverse to the opinions as Administrative Agent or Required Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respectsmay require. (b) The Collateral and Guarantee Requirement Any fees required to be paid on or before the Closing Date shall have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion)paid. (c) The Administrative Agent representations and the Collateral Agent warranties made by Borrower herein, or which are contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith, shall have received be correct in all fees material respects on and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to as of the Closing Date. (d) No Default or Event of Default shall have occurred and be continuing. (e) All consents or approvals of, includingfilings with, and other actions by, any Governmental Authority that are necessary or appropriate for the execution, delivery and performance by Borrower of the Loan Documents shall have been obtained, made or taken. (f) Unless waived by Administrative Agent, Borrower shall have paid all Attorney Costs of Administrative Agent to the extent invoiced at least two Business Days prior to or on the Closing Date, reimbursement or payment . (g) All commitments under the Prior 364-Day Agreement shall have been terminated and all amounts owing thereunder through the date of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or termination shall have been paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and bindingin full.

Conditions Precedent to Closing Date. The obligations occurrence of the Lenders to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility on the Closing Date shall become effective on the first date on which each is subject to satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.01precedent: (a) The Administrative Agent’s receipt of the following unless otherwise specified, each properly executed by the relevant parties, and each in form and substance satisfactory to the Administrative Agent (or its counsel) shall have received and each of the followingLenders: (i) from each party hereto and thereto either (a) a counterpart of this Agreement and each other Loan Document signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart executed counterparts of this Agreement; (ii) that such party has signed a counterpart Notes executed by Borrower in favor of this each Lender requesting Notes; (iii) the Collateral Agent Agreement; (iv) the Landco Guaranty; (v) the Deed of Trust; (vi) the Subsidiary Guaranty; (vii) Borrower Security Agreement, the Landco Security Agreement and each other the Subsidiary Security Agreement; (viii) evidence that Borrower shall have established the Funded Interest Account; (ix) an appraisal of the Property (exclusive of the Xxxxxx) complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989; (x) consents from MGM Resorts and Infinity World in respect of the Loan Document Documents to which it is a party; (ii) copies of (axi) the resolutions MGM Resorts Operational Entities Subordination Agreement; (xii) Control Agreements in respect of the Board of Directors or similar governing body of Funded Interest Account and each of the Company accounts described on Schedule 5.23 (other than “cage cash,” international marketing, payroll and zero balance accounts); (xiii) a certificate of a Responsible Official attaching the Draft Offering Memo; (xiv) such additional certificates of resolutions or other action, incumbency certificates and other certificates of Responsible Officers of each GuarantorLoan Party as the Administrative Agent may reasonably require evidencing the identity, approving authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this AgreementAgreement and the other Transaction Documents to which such Loan Party is a party; (xv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, 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; (bxvi) evidence that all documents evidencing other necessary corporate insurance required to be maintained pursuant to the Transaction Documents has been obtained and is in effect, together with the certificates of insurance, naming the Collateral Agent, on behalf of the Lender Secured Parties, as an additional insured or limited liability company actionloss payee, as the case may be, and governmental approvals, if any, under all insurance policies maintained with respect to this Agreement, in each case certified as the assets and properties of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicableLoan Parties that constitutes Collateral; (iiixvii) intentionally omitted; (xviii) an opinion of Xxxxxx Silver (special counsel to Infinity World) covering such matters as to Infinity World and the Transaction Documents executed by Infinity World as the Administrative Agent may request, addressed to the Administrative Agent and each Lender; and (xix) a certificate signed by a Responsible Officer of Borrower certifying (A) that the Secretary conditions specified in clauses (b) and (c) have been satisfied, and (B) that there has been no event or an Assistant Secretary circumstance since September 30, 2010 that has had or other authorized officer of each of could be reasonably expected to have, either individually or in the Company and each Guarantoraggregate, dated the Closing Date, certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Agreement and the other documents to be delivered by the Company or such Guarantor hereundera Material Adverse Effect; (ivxx) a certificate title instructions in form and substance satisfactory to the Administrative Agent shall have been executed by Nevada Title Company, as agent for Commonwealth Title Insurance Company (the “Title Insurer”) irrevocably authorizing the recordation of the Secretary or an Assistant Secretary or other authorized officer Deed of each Trust and the Circus Deeds of Trust on the Effective Date, with irrevocable commitments to issue title insurance endorsements that are requested by the Administrative Agent in its sole discretion (including, without limitation, a date down and modification endorsement) to the policies issued in respect of the Company Deed of Trust and each Guarantorthe Circus Deeds of Trust, dated the Closing Date, attaching comparable in form and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws substance to existing coverage or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior otherwise acceptable to the Closing Date; (v) legal opinions of (i) Xxxxxx & Xxxxxxx LLPAdministrative Agent in its sole discretion and, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows as to the endorsement to the policy issued in respect of the Company for the three most recently completed fiscal years Deed of the Company ended at least 90 days prior Trust, providing mechanics’ lien coverage substantially similar to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholderssuch policy’s existing mechanics’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) lien coverage and (b) shall be deemed satisfied by as to the filing by endorsements to the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified policies issued in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income respect of the Company required Circus Deeds of Trust containing no exceptions for mechanics’ liens; and (xxi) Borrower shall have irrevocably authorized the Administrative Agent to be delivered pursuant to SEC Form 10 requirementsapply proceeds of the First Lien Notes in an amount which, in each case prepared after giving effect when added to the Transactions as if Sponsor Equity Contributions, is sufficient to fund the Transactions had occurred as Interest Escrow Account with an amount equal to the first eighteen months of the relevant date pursuant estimated interest on the First Lien Obligations and to SEC Form 10 requirements (apply the remaining proceeds of the First Lien Notes and the Second Lien Notes to the prepayment of Loans under the Existing Credit Agreement in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to the Arrangersmanner contemplated by Section 2.01; (vii) a certificate of an authorized officer of the Company, dated the Closing Date, stating that (ab) the Specified Representations representations and warranties of Borrower contained in Article V and in each other Transaction 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 date hereof, except those Specified Representations to the extent that are qualified by materialitysuch representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), material respects as of such earlier date; and (c) no Default shall exist, or would result from the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance occurrence of the Closing Date, all documentation and other information reasonably requested with respect to . Without limiting the Company and any Guarantor in writing by any Lender at least ten Business Days in advance generality of the Closing Dateprovisions of the last paragraph of Section 9.03, which documentation for purposes of determining compliance with the conditions specified in this Article IV, 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 information is matter required thereunder to be consented to or approved by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior or acceptable or satisfactory to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. (b) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party and Lender unless the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, notice from that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or Lender prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the proposed Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating specifying its objection thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion). (c) The Administrative Agent and the Collateral Agent shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Conditions Precedent to Closing Date. The occurrence of the Closing Date and the obligations of the Lenders to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility Loan on the Closing Date shall become effective on the first date on which are, in each case, subject to each of the following conditions is satisfied (or waived in accordance with Section 9.01being satisfied: (a) The Administrative Agent (or its counsel) shall have received the following: (i) a certificate from each party hereto and thereto either (a) a counterpart of this Agreement and each other Loan Document signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party; (ii) copies of (a) the resolutions Responsible Officer of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, as the case may be, and governmental approvals, if any, with respect to this Agreement, in each case certified as of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicable; (iii) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, Borrower certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Agreement and the other documents to be delivered by the Company or such Guarantor hereunder; (iv) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Date; (v) legal opinions of (i) Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to the Arrangers; (vii) a certificate of an authorized officer of the Company, dated the Closing Date, stating that (a) the Specified Representations are true and correct conditions to the Combination set forth in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Business Combination Agreement (without waiver giving effect to any modifications, consents, amendments or amendment waivers thereto agreed to by the Company Mylan that in any such each case is are materially adverse to the interests of the Lenders or the Arrangers (Arrangers, in their capacity capacities as such) without the consent of , unless the Arrangers shall have provided their written consent thereto (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with ), in each case, other than such conditions that by their nature are to be satisfied upon the closing of such transaction, have been satisfied or waived or are expected to be satisfied and waived on the Spin Transaction Term Loans and, if elected by Closing Date or one Business Day thereafter and (b) the CompanyDistribution is expected to be, the Acquisition Term Loans Combination is expected to be and the Contribution has been or is expected to be consummated on the Closing Date or one Business Day thereafter; (db) The Administrative Agent shall have received a certificate attesting to the Revolving Facility shall not be drawn Solvency of the Borrower and its Subsidiaries (taken as a whole) on such date in an amount exceeding $100,000,000 the Closing Date after giving effect to the Spin TransactionTransactions, the Contribution, the Borrower Cash Distribution and the Distribution (but prior to the Combination) in or substantially in the form attached as Exhibit G hereto, from a Financial Officer of the Borrower; (viiic) a Notice The Administrative Agent shall have received Notes executed by the Borrower in favor of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any each Lender requesting Notes at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five three Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. (b) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion). (c) The Administrative Agent and the Collateral Agent shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and binding.;

Conditions Precedent to Closing Date. The obligations obligation of the Lenders any Lender to make the Spin Transaction Term Loans and, if elected by Loan on the Company, the Acquisition Term Loans and the availability occasion of the Revolving Facility on Borrowing, is subject to the Closing Date shall become effective on the first date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.01conditions: (a) The Administrative Agent (or its counsel) the Effective Date shall have received the following:occurred; (ib) from each party hereto receipt by the Agent of the Notice of Borrowing as required by Section 2.02; (c) receipt by the Agent of all documents the Agent may reasonably request relating to the existence and thereto either (a) a counterpart good standing of the Company, the corporate authority for and the validity of this Agreement and each the Notes, and any other Loan Document signed on behalf of such party or (b) written evidence matters relevant hereto, all in form and substance satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a partyAgent; (d) receipt by the Agent of (i) an opinion of the General Counsel of the Company, covering such matters as the Agent may reasonably request and (ii) copies an opinion of (a) Xxxxxxxxxx & Xxxxx LLP, counsel to the resolutions of the Board of Directors or similar governing body of each of the Company and each GuarantorCompany, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, covering such matters as the case Agent may be, and governmental approvals, if any, with respect to this Agreement, in each case certified as of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicablereasonably request; (iiie) receipt by the Agent of a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantorcertificate, dated the Closing DateDate and signed by the chief financial officer of the Company, certifying the names and true signatures of the officers of that the Company and such Guarantorits Subsidiaries, as the case may beon a consolidated basis, authorized to sign this Agreement and the other documents to be delivered by the Company or such Guarantor hereunder; (iv) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Date; (v) legal opinions of (i) Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31Transactions, 2023, in form and substance reasonably satisfactory to the Arrangers; (vii) a certificate of an authorized officer of the Company, dated the Closing Date, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respectsSolvent. (bf) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party and receipt by the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated Arranger of all fees, reasonable out-of-pocket expenses and other compensation due and payable under this Agreement, the Closing Date and executed by an authorized officer of Commitment Letter or the CompanyFee Letter, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) including to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion). (c) The Administrative Agent and the Collateral Agent shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under hereunder or thereunder; (g) receipt by the Agent of the financial statements referred to in Sections 4.04(a), 4.04(b) and 4.04(c), which financial statements shall not be in a form materially inconsistent with the financial statements or forecasts previously provided to the Agent; (h) receipt by the Agent of a certificate, dated the Closing Date and signed by a duly authorized officer of the Company, confirming compliance with the conditions precedent set forth in clauses (i), (j), (k) and (l) of this Section 3.02; (i) the fact that the Acquisition shall be consummated substantially concurrently with the Borrowing, in accordance with the Acquisition Agreement (without any Loan Document. The Administrative amendment, modification or waiver thereof or any consent thereunder which is adverse in any material respect to the Lenders, as reasonably determined by the Agent, without the consent of the Agent in its sole discretion); (j) the fact that, immediately before and after giving effect to the Transactions, no Default shall notify have occurred and be continuing on the date of the Borrowing; (k) the fact that the representations and warranties of the Company contained in this Agreement shall be true immediately before and after giving effect to the Lenders Transactions on and as of the Closing date of the Borrowing; and (l) except as set forth on Schedule 4.23 to the Acquisition Agreement (as of the Acquisition Agreement Date), and such notice shall since June 30, 2013, there has not been any event, change or effect that has had or would reasonably be conclusive and bindingexpected to have, individually or in the aggregate, an Acquired Entity Material Adverse Effect.

Conditions Precedent to Closing Date. 1 The obligations closing of the Lenders to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility this Agreement shall occur on the date (the “Closing Date shall become effective on the first date Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.01precedent shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from each applicable party the following:, each dated such day (unless otherwise specified): (i) from each party hereto and thereto either (a) a A counterpart of this Agreement and each other Loan Document Note (if requested by any Lender) signed on behalf of each party thereto. (ii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of the Borrower, certified as of a recent date by the Secretary of State of the state of organization of the Borrower, together with a certificate of such party or (b) written evidence satisfactory official attesting to the Administrative Agent good standing of the Borrower. (which may include facsimile iii) A certificate of the Secretary or other electronic transmission an Assistant Secretary of a signed counterpart the Borrower certifying (A) the names and true signatures of this Agreement) that such party has signed a counterpart each officer of the Borrower who is authorized to sign this Agreement and the other Loan Documents on the Borrower’s behalf, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (ii) above and (D) 1 Indicative ratings from Xxxxx’x and S&P will be posted to the Lenders prior to the Closing Date as agreed by the Company and JPM. the resolutions of the Board of Directors approving and authorizing the execution, delivery and performance of each other Loan Document to which it is a party; (ii) copies of (a) the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, as the case may be, and governmental approvals, if any, with respect to this Agreement, in each case certified as of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicable; (iii) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Agreement and the other documents to be delivered by the Company or such Guarantor hereunder;. (iv) a certificate An opinion of in-house counsel for the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior Borrower reasonably acceptable to the Closing Date;Administrative Agent. (vb) legal opinions The Borrower shall have paid such fees as the Borrower shall have agreed to pay to any Joint Lead Arranger, any Lender or the Administrative Agent in connection herewith, including the reasonable and documented fees and expenses of (i) Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, special New York and Delaware counsel to the Administrative Agent, in connection with the negotiation, preparation, execution and delivery of the Loan PartiesDocuments, dated the Closing Date, substantially in extensions of credit hereunder and the form syndication of Exhibit C-1 hereto and the credit facility provided hereby (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets extent such fees and related consolidated expenses are due and statements of income, shareholders’ equity for such fees and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior expenses have been delivered to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and Borrower). (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to the Arrangers; (vii) a certificate of an authorized officer of the Company, dated the Closing Date, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which The Lenders shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, have received all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. (b) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actionsPatriot Act, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved reasonably requested by the Administrative Agent in its reasonable discretion)Lenders. (c) The Administrative Agent and the Collateral Agent shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Conditions Precedent to Closing Date. The obligations obligation of the Lenders each Lender to make an Advance on the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability occasion of the Revolving Facility on the Closing Date shall become effective on hereunder is subject to the first date on which each satisfaction of the following conditions is satisfied (precedent before or waived in accordance concurrently with Section 9.01the Closing Date: (a) The Administrative Agent (or its counsel) Agents shall have received on or before the day of the Closing Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Agents (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) from each party hereto and thereto either (a) a counterpart of this Agreement and each other Loan Document signed on behalf of such party or (b) written evidence satisfactory Notes payable to the Administrative Agent (which may include facsimile or other electronic transmission order of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party;the Lenders. (ii) copies A Notice of Borrowing and a Borrowing Base Certificate relating to the Closing Date. (aiii) A security agreement in substantially the resolutions form of Exhibit D-1 hereto (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the Board of Directors or similar governing body of each of "SUBSIDIARY GUARANTOR SECURITY AGREEMENT"), duly executed by the Company Borrower and each Subsidiary Guarantor, approving this Agreementand a security agreement in substantially the form of Exhibit D-2 hereto (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms) duly executed by the Parent Guarantor (bthe "PARENT GUARANTOR SECURITY AGREEMENT"), together with: (A) all documents certificates representing the Pledged Shares accompanied by undated stock powers executed in blank and instruments evidencing other necessary corporate or limited liability company action, as the case may be, and governmental approvalsPledged Debt, if any, with respect to this Agreement, indorsed in each case certified as blank, (B) executed copies of proper financing statements under the Uniform Commercial Code of the Closing Date by States of all jurisdictions that the Secretary Administrative Agent may deem necessary or an Assistant Secretary or other authorized officer of desirable in order to perfect and protect the Company or such GuarantorLiens created under the Collateral Documents, as applicable;covering the Collateral described in the Security Agreements, (iiiC) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantorcompleted requests for information, dated the Closing Date, certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Agreement and the other documents to be delivered by the Company or such Guarantor hereunder; (iv) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Date; (v) legal opinions of (i) Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to before the Arrangers; (vii) a certificate of an authorized officer of the Company, dated the Closing Date, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, listing the financing statements referred to in clause (B) above and all documentation other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party or any of its Subsidiaries as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other recordings and other information reasonably requested filings of or with respect to the Company Security Agreements that the Agents may deem necessary or desirable in order to perfect and any Guarantor protect the Liens created thereby, (E) copies of the Assigned Agreements, if any, referred to in writing the Security Agreements, together with a consent to such assignment, in substantially the form of Exhibit C to the Security Agreements, duly executed by any Lender at least ten Business Days each party to such Assigned Agreements other than the Loan Parties, (F) executed termination statements (Form UCC-3 or a comparable form), in advance proper form to be duly filed on the date of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. (b) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion). (c) The Administrative Agent and the Collateral Agent shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and binding.Uniform

Conditions Precedent to Closing Date. The obligations of the Lenders to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility on the Closing Date This Agreement shall become effective on as of the first date on which each Business Day of and, subject to, the satisfaction, or waiver by the Required Lenders in accordance with this Agreement of the following conditions is satisfied (or waived in accordance with Section 9.01conditions: (a) The Administrative Agent (or its counsel) shall have received the following:, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each, if applicable, properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of government officials, a recent date before the Closing Date): (i) from each party hereto and thereto either (a) a counterpart executed counterparts of this Agreement (including the Exhibits and Schedules thereto) and each other Loan Document signed on behalf Document; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such party customary certificates of resolutions or (b) written evidence satisfactory to other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent (which may include facsimile or other electronic transmission reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a signed counterpart of this Agreement) that such party has signed a counterpart of Responsible Officer in connection with this Agreement and each the other Loan Document Documents to which it such Loan Party is a party; (iiiv) copies of (a) the resolutions of the Board of Directors or similar governing body of each of the Company such documents and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, certifications as the case Administrative Agent may be, and governmental approvals, if any, with respect reasonably require to this Agreement, in evidence that each case certified as of the Closing Date by the Secretary Loan Party is duly organized or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicable; (iii) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Agreement and the other documents to be delivered by the Company or such Guarantor hereunder; (iv) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Dateformed; (v) legal opinions a certificate signed by a Responsible Officer of the Borrower on behalf of the Borrower certifying(A) that the conditions specified in Sections 4.02(f) and 4.02(g) have been satisfied and (iB) Xxxxxx & Xxxxxxx LLP, New York and Delaware that there has been no Material Adverse Effect since the Petition Date; (vi) a customary opinion of counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to the Arrangers; (vii) a certificate of an authorized officer of the Company, dated the Closing Date, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. (b) The Collateral and Guarantee Requirement Chapter 11 Cases shall have been satisfied with respect to each Loan Party commenced in the Bankruptcy Court and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer all of the Company, together with First and Second Day Orders and all attachments contemplated thereby; provided, however, that related pleadings to be entered at the delivery time of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery commencement of the Collateral Documents (other than any Mortgage) Chapter 11 Cases or shortly thereafter shall be in form and (B) substance consistent with the Budget in all material respects and otherwise reasonably satisfactory to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion)Required Lenders. (c) The Administrative Agent and the Collateral Agent shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Conditions Precedent to Closing Date. The obligations Credit Agreement will contain conditions precedent to Closing of the Lenders to make Facility which are customary for this type of transaction, including without limitation: ================================================================================ J.P. MORGAN SECURITIES INC. UBS SECUXXXXXX XXX 4 EDUCATION REALTY TRUST DECEMBER 2004 ================================================================================ o Documentation on terms consistent with the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility on the Closing Date shall become effective on the first date on which each of the following conditions is satisfied (or waived in accordance with Section 9.01: (a) The Administrative Agent (or its counsel) shall have received the following: (i) from each party hereto and thereto either (a) a counterpart provisions of this Agreement summary and each other Loan Document signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party; (ii) copies of (a) the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, as the case may be, and governmental approvals, if any, with respect to this Agreement, in each case certified as of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicable; (iii) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Agreement and the other documents to be delivered by the Company or such Guarantor hereunder; (iv) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Date; (v) legal opinions of (i) Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to the Arrangers; (vii) a certificate of an authorized officer Agent and its counsel. o Satisfactory opinions from Borrower and Guarantor's counxxx, xxxluding opinions relating to the enforceability of the Companyloan documents, dated the Closing Datedue organization and other items, stating that as specified. o The contemplated initial public offering (a"IPO") the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. (b) The Collateral and Guarantee Requirement Guarantor's stock shall have been satisfied completed. CONDITIONS PRECEDENT TO EACH ADVANCE: Concurrent with respect each request for funding under the Facility, the Borrower will provide to the Agent: o Calculation of Borrowing Base Availability, and o Certificate signed by the Chief Financial Officer of the Managing Member of ERTOP indicating continued compliance with all covenants under the Facility. DUE DILIGENCE FOR THE ADMISSION OF EACH PROPERTY INTO THE COLLATERAL POOL: Each property is subject to certain due diligence requirements. The due diligence information of each Loan Party property shall include, but not be limited to: a valid certificate of occupancy or similar certificate, proof of insurance (satisfactory to Agent), property insurance, a copy of a current title report along with copies of all items of record, an ALTA survey certified to the Agent, an inspection report by an architect or engineer approved by the Agent, an environmental report (acceptable to Agent), UCC searches by county and state, a current rent roll, a FIRREA conforming appraisal, a copy of the Administrative purchase agreement, recent photos of the property, last three years of operating statements, a site visit by the Agent and a pro forma operating statement. The Borrower will also provide such other information as may be reasonably requested by the Collateral Agent. The Agent, its counsel and other professionals engaged by Agent shall have received sufficient time to review and approve the due diligence information prior to inclusion of a completed Perfection Certificate dated property in the Closing Date Collateral Pool. The Borrower will purchase and executed by an authorized officer provide a mortgagee's title policy in the amount of the Company, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) Aggregate Commitment by a title underwriter acceptable to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral Agent subject only to coverage exceptions and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions encumbrances approved by the Administrative Agent in its reasonable sole discretion). (c) The Administrative Agent and the Collateral Agent shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Conditions Precedent to Closing Date. The Lender’s obligations of hereunder shall be subject to the Lenders to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility on the Closing Date shall become effective on the first date on which each satisfaction of the following conditions is satisfied (on or waived in accordance with Section 9.01: before the Closing Date: (a) The Administrative Agent (or its counsel) Lender shall have received evidence, in form and substance satisfactory to Lender, that Lender has valid perfected and first priority security interests in and Liens upon the following: Collateral, subject only to the Liens permitted herein or in the other Financing Agreements; (ib) from each party hereto all requisite corporate action and thereto either (a) a counterpart of proceedings in connection with this Agreement and each the other Loan Document signed on behalf Financing Agreements shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Lender may have requested in connection therewith, such party documents where requested by Lender or its counsel to be certified by appropriate corporate officers or governmental authorities; (bc) written evidence satisfactory no material adverse change shall have occurred in the assets, business or prospects of Borrower since the date of Lender’s latest field examination and no change or event shall have occurred which would impair the ability of Borrower or any Obligor to perform its obligations hereunder or under any of the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document Financing Agreements to which it is a party; party or of Lender to enforce the Obligations or realize upon the Collateral; (iid) copies of (a) the resolutions Lender shall have completed a field review of the Board of Directors or similar governing body of each of the Company Records and each Guarantor, approving this Agreement, and (b) all documents evidencing such other necessary corporate or limited liability company action, as the case may be, and governmental approvals, if any, information with respect to this Agreementthe Collateral as Lender may require to determine the amount of Revolving Loans available to Borrower, the results of which shall be satisfactory to Lender, within three (3) Business Days of the Closing Date; (e) Lender shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements and certificates of insurance policies and/or endorsements naming Lender as loss payee on credit insurance and property policies (but only with respect to losses of the Collateral); (f) Lender shall have received an opinion letter of Jones, Walker, Waechter, Poitevent, Carrere & Xxxxxxx, L.L.P., special Louisiana counsel dated the Closing Date and addressed to Lender, in each case certified the form of Exhibit C hereto and the opinion of Bass, Xxxxx & Xxxx PLC, special Tennessee counsel to Borrower, dated the Closing Date and addressed to Lender in the form attached hereto as Exhibit D; (g) Lender shall have received a certificate regarding the solvency of Borrower, in form and substance satisfactory to Lender, executed by the president and the chief financial officer of Borrower; (h) the Excess Availability, as determined by Lender, as of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicable; (iii) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Agreement and the other documents to be delivered by the Company or such Guarantor hereunder; (iv) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Date; (v) legal opinions of (i) Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared not less than $20,000,000 after giving effect to the Transactions as if initial Revolving Loans made or to be made and the Transactions had occurred as Letter of Credit Accommodations issued or to be issued in connection with the relevant date pursuant to SEC Form 10 requirements initial transactions hereunder and the use of proceeds thereof and the payment of all fees and expenses associated with this transaction; Page 40 (in the case of such balance sheeti) or at the beginning of the relevant period pursuant to SEC Form 10 requirements Lender shall have received (in the case of such income statementsi) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to the Arrangers; (vii) a certificate of an authorized officer of the Company, dated before the Closing Date, a payoff letter to Lender in the form attached as Exhibit E from The Chase Manhattan Bank, stating, upon satisfaction of all Obligations to such lender, it shall duly authorize, execute and deliver all releases, terminations and such other documents as Lender may request to evidence and effectuate the termination by the existing lender to Borrower of its financing arrangements with Borrower and the termination and release by it, of any interest in and to any assets and properties of Borrower and each Obligor, including, but not limited to UCC termination statements for all UCC financing statements previously filed by it or its predecessors, as secured party and Borrower or any Obligor, as debtor and (ii) prior to Lender making the initial Revolving Loans and providing the initial Letter of Credit Accommodations, acknowledgement from The Chase Manhattan Bank, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified amounts owing by materialityBorrower to The Chase Manhattan Bank, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included set forth in the Beneficial Ownership Certification is true and correct payoff letter referred to in all respects. clause (bi) The Collateral and Guarantee Requirement shall above have been satisfied and it has released and terminated all financing arrangements and Liens with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion). (c) The Administrative Agent and the Collateral Agent shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and binding.Borrower;

Conditions Precedent to Closing Date. The respective obligations of the Lenders Purchasers with respect to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility on the Closing Date shall become effective on hereunder are subject to, in addition to the first date on which conditions to their respective purchase obligations set forth in Section 3.02, each of the following conditions is satisfied (or waived in accordance with Section 9.01terms and conditions: (a) The the Administrative Agent (or its counsel) shall have received duly executed counterparts of each of the followingFinancing Documents (other than a Mortgage Deed), each as in full force and effect on the Closing Date and each not subject to any unsatisfied or unwaived conditions to effectiveness; (b) the Administrative Agent, the Initial Purchaser, the Initial Tranche D Lenders and the Brazilian Collateral Agent shall have received: (i) from a Notice of Purchase duly executed by the Issuer relating to the Note(s) to be issued to the Initial Purchaser (and to each party hereto Tranche D Lender electing to purchase a Tranche D Note rather than a Tranche D Participation) on the initial Purchase Date, which Notice of Purchase shall request a Purchase in an amount which shall, after payment of all or a portion of the Working Capital Amount (as may be requested by the Issuer pursuant to Section 2.01(e)), equal to at least the following amount for each Supplier: $136,000,000 with respect to the Nokia Supplier, $51,200,000 with respect to the Siemens Supplier, $44,800,000 with respect to the Alcatel Supplier, which amount shall be applied to fund each Suppliers' Contract Amount; and (ii) the Notes to be issued on the initial Purchase Date, duly executed by the Issuer in the aggregate amount of the applicable Commitments thereunder and thereto either in the name of the Initial Purchaser (aand of each Initial Tranche D Lender electing to purchase Tranche D Notes rather than a Tranche D Participation Interest); (c) a counterpart of this Agreement and each other Loan Document signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent shall have received opinions of counsel, each dated the Closing Date, from: (which may include facsimile or other electronic transmission of a signed counterpart of this Agreementi) that such party has signed a counterpart of this Agreement Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to the Issuer and the Guarantor, covering the matters summarized on Exhibit C-1 hereto, and Ulhoa Canto, Rezende e Xxxxxx Advogados, special Brazilian counsel to the Issuer and the Guarantor, covering the matters summarized on Exhibit C-2 hereto, in each other Loan Document case addressed to which it is a partythe Purchasers and the Administrative Agent; (ii) Cleary, Gottlieb, Xxxxx & Xxxxxxxx, special New York counsel to Nokia, covering the matters summarized on Exhibit C-4 hereto; and Finnish in-house counsel to Nokia, covering the matters summarized on Exhibit C-5 hereto, in each case addressed to the Purchasers and the Administrative Agent; and (iii) Xxxxxx, Xxxx & Xxxxxxxx LLP, special New York counsel to Siemens and Alcatel, covering the matters summarized on Exhibit C-6 hereto; German in-house counsel to Siemens, covering the matters summarized on Exhibit C-7 hereto; and French in-house counsel to Alcatel, covering the matters summarized on Exhibit C-8 hereto, in each case addressed to the Purchasers and the Administrative Agent. (d) the relevant Tranche D Lenders shall have received opinions of counsel, each dated the Closing Date, from: (i) Xxxxxx Filho, Xxxxx Filho, Marrey Jr. e Xxxxxxx Advogados, special Brazilian counsel to the Tranche D Lenders, covering the matters summarized on Exhibit C-3 hereto, addressed to the Initial Tranche D Lenders; (ii) Cleary, Gottlieb, Xxxxx & Xxxxxxxx, special New York counsel to Nokia, covering such matters as Nokia may have requested, addressed to Nokia; and (iii) Xxxxxx, Xxxx & Xxxxxxxx LLP, special New York counsel to Siemens and Alcatel, covering such matters as Siemens and Alcatel may have requested, addressed to Siemens and Alcatel. (e) the Administrative Agent shall have received an opinion of (i) Xxxxx, Xxxxx & Xxxxx, special New York counsel to the Initial Purchaser, and (ii) Xxxxx, Cescon Xxxxxxxxxx, Barrieu e Xxxxxx, special Brazilian counsel to the Initial Purchaser, covering the matters summarized on Exhibits D-1 and D-2 hereto, respectively, and each dated the Closing Date, in each case addressed to the Purchasers and the Agents; (f) the Administrative Agent shall have received (i) true and correct copies of each of the Concession Agreements, each in full force and effect on the Closing Date and each not subject to any unsatisfied conditions to effectiveness, and all material and necessary licenses, concessions and authorizations, and the rights appurtenant thereto to operate the respective businesses of the Issuer, the Guarantor and the Material Subsidiaries, shall be in full force and effect to the extent required to be in effect on the Closing Date (aother than the right of the Issuer to operate a PCS network as of the Closing Date), (ii) a Responsible Officer's Certificate certifying to the foregoing and (iii) a Responsible Officers Certificate (which may be the same certificate) certifying that each of the Supply Contracts is in full force and effect on the Closing Date and not subject to any unsatisfied condition to effectiveness; provided, however, that the failure of the Supply Contract of any Supplier to be in full force and effect on the Closing Date without unsatisfied or unwaived conditions to effectiveness shall not affect the obligations of the Purchasers with respect to the Aggregate Financings of the unaffected Suppliers and related Tranche D Lenders; (g) the Administrative Agent shall have received evidence satisfactory to it of the satisfaction or waiver of all conditions to the closing of the transactions contemplated by the Transaction Documents to be consummated by the Issuer and the Guarantor on the Closing Date as set forth in the Transaction Documents (including in the Participation Agreements), and that all such transactions will take place prior to or simultaneously with the transactions contemplated hereby to take place on the Closing Date; (h) the Issuer and the Guarantor shall each have provided to the Administrative Agent a Responsible Officers' Certificate certifying that the Issuer and the Guarantor possess the insurance coverage required under Section 5.03 and attaching an insurance binder or other evidence that the Brazilian Collateral Agent has been named as the loss payee on all insurance policies required under Section 5.03(c), other than liability policies payable directly to third party payees; (i) the Administrative Agent shall have received the financial statements referred to in Sections 4.04(a) and (c) together with a Responsible Officers' Certificate setting forth in reasonable detail the calculations required to establish that the Guarantor is in compliance with the requirements of Section 5.11 on the Closing Date after giving effect to the transactions contemplated to take place under the Transaction Documents on the Closing Date; (j) immediately before and after giving effect to the transactions contemplated to take place under the Transaction Documents on the Closing Date, (i) the representations and warranties of the Issuer and the Guarantor contained herein and in any other Financing Document to which they are a party shall be true and correct in all material respects on and as of the Closing Date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such date, and (ii) no Default shall have occurred and be continuing; (k) the Administrative Agent shall not have received notice from the Arrangers that there has occurred, since December 31, 2000, any Material Adverse Effect. (l) the Administrative Agent shall have received a copy of the letter from the Process Agent accepting its appointment as such pursuant to Section 10.11; (m) the Administrative Agent shall have received all documents any Agent may reasonably request relating to the existence of the Issuer and the Guarantor, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant thereto, all in form and substance satisfactory to the Agents; (n) the Administrative Agent shall have received a certificate of the President, Chief Financial Officer, Secretary, Assistant Secretary, Directors or duly appointed attorneys-in-fact of each of the Issuer and the Guarantor, substantially in the form of Exhibit K hereto, each dated as of the Closing Date, certifying: (i) and attaching true and correct copies of such Person's charter documents and by-laws, (ii) and attaching the resolutions of the such Person's General Shareholders' Meeting, Board of Directors or similar governing body Board of each of the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company actionOfficers, as the case may be, then in full force and governmental approvalseffect authorizing the execution, if any, with respect to this Agreement, in each case certified as delivery and performance of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or Financing Documents to which such GuarantorPerson is a party, as applicable; (iii) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, certifying the names incumbency and true signatures of the officers officer(s) who may execute (or who have executed on behalf of such Person the Company and powers of attorney granting powers to the individuals who may execute) on behalf of such Guarantor, as the case may be, authorized Person each Financing Document to sign this Agreement and the other documents to be delivered by the Company or which such Guarantor hereunder; Person is a party; (iv) a certificate the representations and warranties of the Secretary or an Assistant Secretary or Issuer and the Guarantor contained herein and in any other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with Financing Document to which they are a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Date; (v) legal opinions of (i) Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) party shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to the Arrangers; (vii) a certificate of an authorized officer of the Company, dated the Closing Date, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materialityon and as of the Purchase Date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all respects)material respects as of such date, (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (dv) the Revolving Facility no Default shall not have occurred and be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transactioncontinuing; (viiio) the Administrative Agent shall have received evidence that all prior and contemporaneous approvals, authorizations or filings with any Governmental Authority that may be required in connection with the execution, delivery and performance of any Financing Document by any Person a Notice of Borrowing party thereto have been obtained and are in accordance with Section 2.02; full force and effect (ix) (1) no later other than five Business Days in advance of such approvals, authorizations or filings to be provided after the Closing Date, all documentation as set forth in Section 4.02); (p) the Administrative Agent shall have received evidence satisfactory to it of the creation and other information reasonably requested with respect to perfection of a first priority security interest in the Company Collateral existing and any Guarantor in writing owned by any Lender at least ten Business Days in advance the Issuer as of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Date in favor of the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership CertificationSecured Parties; and (xq) the Administrative Agent shall have received a Responsible Officers' Certificate of each of the Suppliers, dated as of the Closing Date, each affirming that the information included in the Beneficial Ownership Certification is true and correct in all respects. (b) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party Supply Contract between such Supplier and the Administrative Agent Issuer is in full force and the Collateral Agent shall have received a completed Perfection Certificate dated effect on the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated therebyis not subject to any unsatisfied or unwaived conditions to effectiveness; provided, however, that the delivery failure of the Supply Contract of any document(s) or instrument(s) necessary Supplier to satisfy the Collateral be in full force and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances effect on the Closing Date after without unsatisfied or unwaived conditions to effectiveness shall not affect the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent obligations of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, Purchasers with respect to any Mortgaged Property and the items required by clause (e) Aggregate Financings of the definition of Collateral unaffected Suppliers and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion)related Tranche D Lenders. (c) The Administrative Agent and the Collateral Agent shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Conditions Precedent to Closing Date. The obligations of the Lenders to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans This Agreement shall become effective and the availability of the Revolving Facility on the Closing Date shall become effective occur when Administrative Agent has received all of the agreements, documents, instruments and other items described in this Section 4.01 and the other conditions precedent set forth in this Section 4.01 have been satisfied (and on the first date on Closing Date, Administrative Agent shall deliver written notice to Borrower and Lenders that such conditions precedent have been satisfied and that the Closing Date has occurred, which each written notice shall be conclusive of the following conditions is satisfied (or waived in accordance with Section 9.01:such occurrence): (a) The Unless waived by all Lenders, each of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of Borrower, each dated on, or in the case of third-party certificates recently before, the Closing Date and each in form and substance satisfactory to Administrative Agent (or and its legal counsel) shall have received the following: (i) from each party hereto and thereto either (a) a counterpart of this Agreement and each other Loan Document signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart Executed counterparts of this Agreement) that such party has signed a counterpart of this Agreement , sufficient in number for distribution to Administrative Agent, Lenders and each other Loan Document to which it is a partyBorrower; (ii) copies of (a) the resolutions of the Board of Directors or similar governing body Notes executed by Borrower in favor of each of Lender requesting same, substantially in the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, form attached as the case may be, and governmental approvals, if any, with respect to this Agreement, in each case certified as of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicableExhibit C; (iii) a certificate Such certificates of the Secretary or an Assistant Secretary resolutions or other authorized officer action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as Administrative Agent may request to establish the identities of and verify the authority and capacity of each of the Company and each Guarantor, dated the Closing Date, certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, Responsible Officer thereof authorized to sign this Agreement and the other documents to be delivered by the Company or such Guarantor hereunderact as a Responsible Officer thereof; (iv) a Such evidence as Administrative Agent may request to verify that Borrower is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including certified copies of Borrower's certificate of the Secretary or an Assistant Secretary or other authorized officer incorporation and bylaws and certificates of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each and/or qualification to be dated a recent date prior to the Closing Dateengage in business; (v) legal opinions A certificate signed by a Responsible Officer of Borrower certifying (iA) Xxxxxx & Xxxxxxx LLPthat the conditions specified in Sections 4.01(c) and (d) have been satisfied, New York (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has a Material Adverse Effect, and Delaware (C) the current Debt Ratings, together with a Compliance Certificate as of March 31, 2001 that gives effect to results of operations for the period ended on such date; (vi) Opinions of counsel to the Loan Parties, dated the Closing Date, Borrower substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing DateE; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to the Arrangers;and (vii) a certificate of an authorized officer of the CompanySuch other assurances, dated the Closing Datecertificates, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materialitydocuments, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver consents or amendment thereto agreed to by the Company that in any such case is materially adverse to the opinions as Administrative Agent or Required Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respectsmay require. (b) The Collateral and Guarantee Requirement Any fees required to be paid on or before the Closing Date shall have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion)paid. (c) The Administrative Agent representations and the Collateral Agent warranties made by Borrower herein, or which are contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith, shall have received be correct in all fees material respects on and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to as of the Closing Date. (d) No Default or Event of Default shall have occurred and be continuing. (e) All consents or approvals of, includingfilings with, and other actions by, any Governmental Authority that are necessary or appropriate for the execution, delivery and performance by Borrower of the Loan Documents shall have been obtained, made or taken. (f) Unless waived by Administrative Agent, Borrower shall have paid all Attorney Costs of Administrative Agent to the extent invoiced at least two Business Days prior to or on the Closing Date, reimbursement or payment . (g) All commitments under the Prior 364-Day Agreement shall have been terminated and all amounts owing thereunder through the date of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or termination shall have been paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and bindingin full.

Conditions Precedent to Closing Date. The obligations of the Lenders Lender’s obligation to make the Spin Transaction Term Loans and, if elected by Loan is subject to the Company, the Acquisition Term Loans and the availability of the Revolving Facility on the Closing Date shall become effective on the first date on which each of the following conditions is satisfied (or waived in accordance with Section 9.01condition precedent that: (a) The Administrative Agent (or its counsel) Lender shall have received the followingreceived, in form and substance reasonably satisfactory to Lender: (i) from each party hereto and thereto either duly executed copy or facsimile, whether in portable document format (apdf) a counterpart of this Agreement and each other Loan Document signed on behalf of such party or (b) written evidence satisfactory otherwise, signatures to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a partyDocuments; (ii) copies of the certificate of incorporation or organization (aor its equivalent) the resolutions of the Board of Directors or similar governing body of each of the Company and each GuarantorLoan Party, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, as the case may be, and governmental approvals, if any, with respect to this Agreement, in each case certified as of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of State of the Company State of Delaware (in the case of Borrower) or such Guarantorin the case of any other Loan Party, as applicableby the Secretary of State (or equivalent authority) of the jurisdiction of incorporation or organization, and good standing certificates (or its equivalent) of each Loan Party from the Secretary of State of the State of Delaware (in the case of Borrower) or the jurisdiction of its incorporation or organization (in the case of any other Loan Party); (iii) duly executed copy or facsimile, whether in portable document format (pdf) or otherwise, of a certificate each Loan Party with respect to its Organizational Documents, incumbency and resolutions authorizing the execution, delivery and performance of this Agreement, the Secretary or an Assistant Secretary or other authorized officer of each of the Company Loan Documents, and each Guarantor, dated the Closing Date, certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Agreement and the other documents to be delivered by the Company or such Guarantor hereunderall transactions related thereto; (iv) a certificate the results of the Secretary searches of Uniform Commercial Code and other lien filings with respect to each Loan Party in its state of incorporation or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s organization and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company searches shall disclose no liens on any assets encumbered, except for any liens permitted under this Agreement, togetheror if unpermitted liens are disclosed, in each case, with a good standing certificate from the state Lender shall have received satisfactory evidence of its organization, each to be dated a recent date prior to the Closing Daterelease of such liens; (v) filings satisfactory to Lender with respect to the Collateral together with written evidence satisfactory to Lender that the same have been submitted for filing in the appropriate public filing office(s) in Lender’s sole discretion, to perfect the Lender’s Liens in the Collateral; (vi) a legal opinions opinion of (i) Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to the ArrangersLender; (vii) a certificate of an authorized officer of the Company, dated the Closing Date, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transactionreserved; (viii) a Notice of Borrowing in accordance with Section 2.02rolling weekly detailed budget through Q12018, including information on a line item basis as to (1) projected cash receipts and (2) projected disbursements (including ordinary course operating expenses and restructuring expenses one-time expenses, and capital expenditures and (3) projected net working capital (“Weekly Budget”); (ix) Borrower shall issue the Loan & Backstop Warrants to Lender or its Affiliates contemporaneously with the making of the Loan; (1x) no later than five Business Days in advance all necessary third party and governmental consents, waivers and approvals; and (xi) any other instruments or documents reasonably requested by Lender. (b) Lender shall have received payment of all Lender Expenses incurred through the Closing Date, all documentation and other information reasonably requested with respect including without limitation, the Expense Deposit, up to the Company Expense Cap. (c) Lender shall have completed its regulatory, legal and business due diligence, which shall be satisfactory to Lender. (d) Lender shall have a first priority perfected security interest in the Collateral (subject to any Guarantor in writing by any Lender at least ten Business Days in advance of filings or other instruments to obtain Control that may occur after the Closing Date, which documentation or other information is required Date as permitted by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; andLender). (xe) The representations and warranties in this Agreement shall be true, accurate, and complete in all respects as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. (b) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved certified by the Administrative Agent in its reasonable discretion). (c) The Administrative Agent and the Collateral Agent shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders Parties as of the Closing Date, . (f) No Default or Event of Default shall have occurred and such notice shall be conclusive and bindingcontinuing or result from the Loan. (g) There has not been any Material Adverse Change since the date of the Term Sheet that is continuing.

Conditions Precedent to Closing Date. The obligations In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the Lenders to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility on the Closing Date shall become effective on the first date on which time that each of the following conditions is has been satisfied (or waived in accordance with Section 9.01:the date, if any, upon which such conditions are first satisfied is referred to herein as the “Closing Date”): (a) The Administrative Each Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof; provided, however, that Borrowers shall not be required to deliver a Lien Waiver on the Closing Date for a location for which Agent has established a Rent and Charges Reserve. (or its counselb) [Reserved.] (c) Each Collateral and Guarantee Requirement shall have been satisfied and Agent shall have received the following: (i) from each party hereto and thereto either (a) a counterpart of this Agreement and each other Loan Document signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party; (ii) copies of (a) the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, as the case may be, and governmental approvals, if any, with respect to this Agreement, in each case certified completed Perfection Certificate dated as of the Closing Date and signed by an executive officer or Financial Officer of each Obligor, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code, PPSA and equivalent filings made with respect to the Obligors in the jurisdictions contemplated by the Secretary Perfection Certificate and copies of the financing statements (or an Assistant Secretary similar documents) disclosed by such search and evidence reasonably satisfactory to Agent (including PPSA estoppel letters) that the Liens indicated by such financing statements (or similar documents) are permitted by Section 10.2.2 or have been released or will be released pursuant to UCC-3 financing statements, PPSA termination statements or other authorized officer release documentation delivered to Agent. (d) Agent shall have received duly executed agreements establishing and/or evidencing each Dominion Account and (where applicable) related lockbox and each Controlled Account, each in form and substance, and with financial institutions, satisfactory to Agent. (e) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower and each Mexican Domiciled Obligor certifying that, after giving effect to the Company or such Guarantorinitial Loans and transactions hereunder, as applicable; (i) no Default exists; (ii) the representations and warranties set forth in Section 9 are true and correct; and (iii) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (f) Agent shall have received a certificate of the Secretary or an Assistant Secretary or other a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents (including, without limitation, charter documents of such Obligor that are, except with respect to a UK Domiciled Obligor or a Dutch Domiciled Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization) are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Company Loan Documents is true and each Guarantorcomplete, dated and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and (with respect to the Closing DateU.S. Obligors, certifying together with the names and true signatures resolutions delivered pursuant to Section 6 of the officers Original Loan Agreement) constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of the Company and such Guarantor, as the case may be, each Person authorized to sign the Loan Documents. Agent may conclusively rely on this Agreement and the other documents to be delivered certificate until it is otherwise notified by the Company or such Guarantor hereunder;applicable Obligor in writing. (ivg) Agent shall have received a certificate written opinion of Cahill Gordon & Reindel LLP, as well as any local counsel to Obligors or Agent (including, without limitation, Canadian, English, Mexican and Dutch counsel), in form and substance satisfactory to Agent. (h) Agent shall have received good standing certificates for each Obligor (other than the Dutch Domiciled Obligors) issued by the Secretary or an Assistant Secretary of State or other authorized officer appropriate official of each such Obligor’s jurisdiction of the Company organization and each Guarantorjurisdiction in the United States, dated Canada, the Closing DateUnited Kingdom, attaching and certifying Mexico or the correctness and completeness Netherlands where such Obligor’s conduct of the copies business or ownership of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, Property necessitates qualification (in each case, to the extent that such certificates or certificates of similar subject matter are issued, in general, by such officials in such jurisdictions). (i) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Obligors, together with a good standing certificate from loss payable endorsement naming Agent as loss payee and reasonably acceptable to Agent, all in compliance with the state Loan Documents. (j) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its organizationprevious field examination, each with results satisfactory to Agent. No material adverse change in the financial condition of Obligors and their Subsidiaries, taken as a whole, or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2014. The capital structure of the Obligors shall be satisfactory to Agent. (k) Borrowers shall have paid all fees and expenses (provided that legal fees required to be dated paid as a recent date condition precedent to the occurrence of the Closing Date shall be limited to such legal fees as to which Borrowers have received a summary invoice) required to be paid to Agent and/or the Lenders under the Loan Documents on or prior to the Closing Date;. (vl) legal opinions of (i) Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows Agent shall have received a Borrowing Base Report as of the Company for the three most recently completed fiscal years of the Company ended recent month ending at least 90 15 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to the Arrangers;. (viim) a certificate of an authorized officer of the Company, dated the Closing Date, stating that (a) the Specified Representations are true Agent and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, have received all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Patriot Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respectsother AML Legislation. (bn) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer copies of the Companyany Term Loan Document or modifications to the Term Loan Documents executed in connection with the Transactions, together with all attachments contemplated thereby; provided, however, that which shall be in form and substance satisfactory to Agent and shall be in full force and effect. (o) Agent shall have received the delivery originals of any document(s) or instrument(s) necessary to satisfy pledged Collateral representing all of the issued and outstanding shares of the Equity Interests constituting Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause Agent under the Loan Documents, in each case together with stock powers (yor the equivalent, including, without limitation, endorsements (endosos)) above mayduly executed in blank with respect thereto (except with respect to uncertificated pledged Collateral and such Collateral that constitutes Term Priority Collateral). (p) Agent shall have received payoff or release letters, with in form and substance satisfactory to Agent, confirming that the consent Obligors and their Subsidiaries are released from all obligations under any Debt not expressly permitted by this Agreement and providing a release of all of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, Liens existing with respect to any Mortgaged Property such Debt in and to the items required by clause (e) assets of the definition applicable Obligors and their Subsidiaries, together with termination statements and other documentation evidencing the termination of Collateral any such Liens in and Guarantee Requirement relating thereto, ninety (90) days after to the Closing Date (subject, in each case, to extensions approved by properties and assets of the Administrative Agent in its reasonable discretion)applicable Obligors and their Subsidiaries. (cq) The Administrative Agent and the Collateral Agent shall have received all fees evidence, in form and other amounts previously agreed substance satisfactory to Agent, that the Mexican Domiciled Obligors have irrevocably appointed the Borrower Agent, before a Mexican notary public, a special irrevocable power of attorney, in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, includingform of Exhibit E, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment act as its agent for service of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and bindingprocess.

Conditions Precedent to Closing Date. The obligations obligation of each Lender to extend the Termination Date of the Lenders Facility or to make an Advance on the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability occasion of the Revolving Facility on the Closing Date shall become effective on hereunder is subject to the first date on which each satisfaction of the following conditions is satisfied (precedent before or waived in accordance concurrently with Section 9.01the Closing Date: (a) The Administrative Agent (or its counsel) and Lead Arranger shall have received on or before the day of the Closing Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent and the Lead Arranger (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) Notes payable to the order of the Lenders. (ii) A Notice of Borrowing, if applicable, and a Borrowing Base Certificate relating to the Closing Date. (A) A consent to the subsidiary guarantor security agreement substantially in the form of EXHIBIT D-1 (the "SUBSIDIARY GUARANTOR SECURITY AGREEMENT CONSENT", together with the subsidiary guarantor security agreement referred to therein, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the "SUBSIDIARY GUARANTOR SECURITY AGREEMENT"), duly executed by Borrower and each party Subsidiary Guarantor, and (B) a consent to the parent guarantor security agreement substantially in the form of EXHIBIT D-2 (the "PARENT GUARANTOR SECURITY AGREEMENT CONSENT" and, together with the parent guarantor security agreement referred to therein, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the "PARENT GUARANTOR SECURITY AGREEMENT"), duly executed by the Parent Guarantor, together with: (1) executed copies of proper financing statements under the Uniform Commercial Code of the states of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created under the Collateral Documents, covering the Collateral described in the Security Agreements, (2) completed requests for information, dated on or before the date of the Closing Date, listing the financing statements referred to in clause (A) above and all other effective financing statements filed in the jurisdictions referred to in clause (A) above that name any Loan Party or any of its Subsidiaries as debtor, together with copies of such other financing statements, (3) evidence of the completion of all other recordings and filings of or with respect to the Security Agreements that the Administrative Agent and the Lead Arranger may deem necessary or desirable in order to perfect and protect the Liens created thereby, (4) executed termination statements (Form UCC-3 or a comparable form), in proper form to be duly filed on the date of the Closing Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent and the Lead Arranger may deem desirable in order to terminate or amend existing Liens on the Collateral described in the Security Agreements, (5) evidence that all other action that the Administrative Agent and the Lead Arranger may deem necessary or desirable in order to perfect and protect the liens and security interests created under the Security Agreements has been taken. (iv) A consent to the subsidiary guaranty substantially in the form of EXHIBIT F-2 (the "SUBSIDIARY GUARANTY CONSENT", such Subsidiary Guaranty Modification together with the subsidiary guaranty referred to therein, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms, the "SUBSIDIARY GUARANTY"), duly executed by each Subsidiary Guarantor set forth on SCHEDULE 3.01(A)(IV). (v) Mortgage modifications ("MORTGAGE MODIFICATIONS") in substantially the form of EXHIBIT E hereto and thereto either covering the Borrowing Base Properties (asuch Mortgage Modifications, together with the mortgages referred to therein, as any of the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms, the "MORTGAGES"), duly executed by the appropriate Loan Party, together with: (A) a counterpart evidence of this Agreement fully paid and each other Loan Document signed on behalf of such party or effective American Land Title Association Lenders' title insurance policies (bthe "MORTGAGEE TITLE INSURANCE POLICIES") written evidence satisfactory in form and substance with endorsements, including, without limitation, Mortgage modification endorsements, in an amount acceptable to the Administrative Agent and the Lead Arranger, issued by Chicago Title Insurance Company, insuring the Mortgages, as modified, as of the time of the Closing Date to be valid first and subsisting Liens on the property described therein, free and clear of all defects (which including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only those exceptions to title approved by the Administrative Agent and the Lead Arranger; and (B) such consents and agreements of lessors, ground lessors and other third parties, and other confirmations, as the Administrative Agent and the Lead Arranger may include facsimile deem necessary or other electronic transmission desirable, and as required to the extent necessary under any Material Agreements. (vi) [Intentionally Omitted]. (vii) Certified copies of a signed counterpart the resolutions of this Agreementthe board of directors (or persons performing similar functions) that such party has signed a counterpart of this Agreement each Loan Party approving the Transaction and each other Loan Transaction Document to which it is or is to be a party; (ii) copies of (a) the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving this Agreement, and (b) of all documents evidencing other necessary corporate corporate, limited partnership or limited liability company action, as the case may be, action and governmental approvals, if any, with respect to this Agreement, in the Transaction and each case certified as Transaction Document to which it is or is to be a party and of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicable;transactions contemplated hereby. (iiiviii) A copy of a certificate of the Secretary of State (or an Assistant Secretary or other authorized officer equivalent governmental authority) of the jurisdiction of organization of each of the Company and each GuarantorLoan Party, dated reasonably near the date of the Closing Date, in each case listing the charter of each Loan Party and each amendment thereto on file in such office and certifying that (A) such charter is a true and correct copy thereof, (B) such amendments are the names only amendments to such charter (or similar organizational documents) on file in his office, (C) such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and true signatures (D) such Person is duly organized and in good standing under the laws of the officers state of the Company and such Guarantor, as the case may be, authorized to sign this Agreement and the other documents to be delivered by the Company or such Guarantor hereunder;jurisdiction of its organization. (ivix) A copy of a certificate of the Secretary of State (or an Assistant Secretary or other authorized officer of each the equivalent governmental authority) of the Company and each Guarantorstates listed on SCHEDULE 3.01(A)(IX), dated reasonably near the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Date; (v) legal opinions of (i) Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory to the Arrangers; (vii) a certificate of an authorized officer of the Company, dated the Closing Date, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. (b) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party as listed on SCHEDULE 3.01(A)(IX), stating that such Person is duly qualified and the Administrative Agent in good standing as a foreign corporation, limited partnership or limited liability company in such states and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, together with has filed all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates annual reports required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion). (c) The Administrative Agent and the Collateral Agent shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior filed to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment date of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and bindingcertificate.

Conditions Precedent to Closing Date. The obligations Agent and Buyers shall not be obligated to enter into the Transaction or purchase the Asset until the following conditions have been satisfied or waived by Agent, on and as of the Lenders to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility on the Closing Date shall become effective on and the first date on which each of the following conditions is satisfied (or waived in accordance with Section 9.01initial Purchase Date: (a) The Administrative Agent (or its counsel) shall have has received the following: following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) from each party hereto Repurchase Document duly executed and thereto either delivered by the parties thereto, (aii) an official good standing certificate dated a counterpart recent date with respect to Seller, (iii) certificates of this Agreement the secretary or an assistant secretary of Seller with respect to attached copies of the Governing Documents and each other Loan Document signed on behalf applicable resolutions of such party or (b) written evidence satisfactory to Seller, and the Administrative Agent (which may include facsimile or other electronic transmission incumbencies and signatures of a signed counterpart officers of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document Seller executing the Repurchase Documents to which it is a party; (ii) copies , evidencing the authority of (a) the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, as the case may be, and governmental approvals, if any, Seller with respect to this Agreementthe execution, in each case certified as of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantordelivery and performance thereof, as applicable; (iii) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Agreement and the other documents to be delivered by the Company or such Guarantor hereunder; (iv) a certificate Closing Certificate, (v) intentionally omitted, (vi) such customary opinions from counsel to Seller as Agent may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, perfected security interests in the Purchased Asset and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and, if applicable, true sale (limited to transfers of the Secretary or an Assistant Secretary or other authorized officer Purchased Asset between Seller and any of each its Affiliates, but not with respect to transfers of the Company Purchased Asset from Seller to Agent and each GuarantorBuyer), dated and the Closing Dateapplicability of Bankruptcy Code safe harbors, attaching and certifying the correctness (vii) all other documents, certificates, information, financial statements, reports, approvals and completeness opinions of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Datecounsel as it may require; (v) legal opinions of (i) Xxxxxx & Xxxxxxx LLPUCC financing statements have been filed against Seller in all filing offices required by Agent, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx Agent has received such searches of UCC filings, tax liens, judgments, pending litigation and Wedgeother matters relating to Seller and the Purchased Asset as Agent may require, special Nevada counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) and (biii) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case results of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably searches are satisfactory to the Arrangers; (vii) a certificate of an authorized officer of the Company, dated the Closing Date, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership CertificationAgent; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. (b) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion). (c) The Administrative Agent and the Collateral Agent shall have has received payment from Seller of all fees and other amounts previously agreed in writing by expenses then payable under the Arrangers Fee and Pricing Letter and the Company to be due and payable on or prior to the Closing Dateother Repurchase Documents, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid as contemplated by the Company under any Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and bindingSection 13.02.

Conditions Precedent to Closing Date. The obligations of the Lenders to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility on the Closing Date Issuing Bank to issue Letters of Credit hereunder shall not become effective on until the first date on which each of the following conditions is satisfied (or waived in accordance with Section 9.01:9.02): (a) The Administrative Agent (or its counsel) shall have received the following: (i) from each party hereto and thereto either (ai) a counterpart of this Agreement and each other Loan Document signed on behalf of such party party, or (bii) written evidence satisfactory to the Administrative Agent (which may include facsimile telecopy or other electronic transmission of a signed counterpart signature page of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party;Agreement. (ii) copies of (a) the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, as The Administrative Agent shall have received a favorable written opinion (addressed to the case may be, Administrative Agent and governmental approvals, if any, with respect to this Agreement, in each case certified as of the Closing Date by the Secretary or an Assistant Secretary or other authorized officer of the Company or such Guarantor, as applicable; (iii) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company Lenders and each Guarantor, dated the Closing Date, certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Agreement and the other documents to be delivered by the Company or such Guarantor hereunder; (iv) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Date; (v) legal opinions of (i) Xxxxxx & Xxxxxxx XxXxxxxxx LLP, New York and Delaware counsel to the Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-1 hereto and B-1, (ii) Xxxxxxxx and WedgeXxxxxx Xxxxxxx Xxxx, special Nevada counsel to the Loan Parties, dated the Closing DateP.A., substantially in the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided that the requirements of clauses (a) B-2 and (biii) shall be deemed satisfied by Xxxxx Xxxxxxx Xxxxxx & Small, P.C., substantially in the filing by the Company form of its applicable Form 10-K and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirementsExhibit B-3, in each case prepared after giving effect to counsel for the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (Borrower, and, in the case of each such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of opinion required by this paragraph, covering such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31, 2023, in form and substance reasonably satisfactory other matters relating to the Arrangers; (vii) a certificate of an authorized officer of the Company, dated the Closing Date, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to by the Company that in any such case is materially adverse to the Lenders Loan Parties or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. (b) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances on the Closing Date after the Company’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above may, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company Required Lenders shall deliver, or cause reasonably request. The Borrower hereby requests such counsel to be delivered, deliver such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion)opinions. (c) The Administrative Agent shall have received such documents and certificates as the Collateral Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Loan Documents and any other legal matters relating to the Loan Parties or the Loan Documents, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 and such other matters (including, without limitation, the accuracy of the representation set forth in Section 3.18) as may be reasonably required by the Administrative Agent. (e) The Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Dateinvoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company Borrower hereunder. (f) All governmental and third party approvals (if any) necessary or, in the opinion of the Administrative Agent, advisable in connection with the Loan Documents and the transactions contemplated thereby and the continuing operations of the Borrower and its Subsidiaries shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Loan Documents or the transactions contemplated thereby. (g) The Lenders shall have received (i) audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the Closing Date and (ii) unaudited consolidated financial statements of the Borrower for each fiscal quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to subclause (i) of this paragraph (g) as to which such financial statements are available. (h) The Collateral and Guarantee Requirement shall have been satisfied (other than with respect to paragraph (e) of such defined term) and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or delivered to Administrative Agent for filing. Notwithstanding anything to the contrary set forth in this paragraph (h), the Administrative Agent shall be satisfied in its sole discretion that the Borrower shall be taking all action reasonably necessary to comply with paragraph (e) of the Collateral and Guarantee Requirement within the period set forth therein. (i) The Administrative Agent shall have received satisfactory evidence that on the Closing Date (including concurrently with the occurrence thereof) the Borrower and its Subsidiaries shall have (i) repaid in full all amounts outstanding under the Existing Credit Agreement, (ii) terminated any Loan Documentcommitments to lend or make other extensions of credit under the Existing Credit Agreement, (iii) delivered to the Administrative Agent all documents or instruments necessary to release all Liens securing all amounts owed under the Existing Credit Agreement or other obligations of the Borrower and its Subsidiaries thereunder being repaid on the Closing Date, and (iv) made arrangements satisfactory to the Administrative Agent with respect to the continuance of the Existing Letters of Credit on Schedule 1.1C outstanding thereunder or the issuance of Letters of Credit to support the obligations of the Borrower and its Subsidiaries with respect thereto. (j) The Administrative Agent shall have received evidence that the insurance required by Section 5.09 and the Security Documents is in full force and effect and that the Collateral Agent, for the benefit of the Lenders, has been named as additional insured and loss payee thereunder. (k) The consummation of the Agreement and the other transactions contemplated hereby shall not (i) violate any applicable law, statute, rule or regulation or (ii) conflict with, or result in a default or event of default under, any agreement of the Borrower or any of its Subsidiaries after giving effect to the Agreement and the other transactions hereby, except such as would not reasonably be expected to have a Material Adverse Effect. (l) Except to the extent disclosed on Schedule 4.01(l), there shall be no litigation or administrative proceeding that would reasonably be expected to have a Material Adverse Effect. The Administrative Agent shall notify the Company Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on December 31, 2010 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Conditions Precedent to Closing Date. The obligations obligation of each Lender to make its Loan on the occasion of the Lenders Borrowing is subject to make the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and the availability of the Revolving Facility on the Closing Date shall become effective on the first date on which each of the following conditions is satisfied satisfaction (or waived waiver in accordance with Section 9.019.05) of the following conditions: (a) The Administrative Agent (or its counsel) the Effective Date shall have received the following:occurred; (i) from each party hereto and thereto either (a) a counterpart of this Agreement and each other Loan Document signed on behalf of such party or (b) written evidence satisfactory to receipt by the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart the Notice of this Agreement) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a partyBorrowing as required by Section 2.02; (iic) copies of (a) the resolutions of the Board of Directors or similar governing body of each of the Company and each Guarantor, approving this Agreement, and (b) all documents evidencing other necessary corporate or limited liability company action, as the case may be, and governmental approvals, if any, with respect to this Agreement, in each case certified as of the Closing Date receipt by the Secretary or an Assistant Secretary or other authorized officer Agent of the Company or such Guarantor, as applicable; (iii) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, certifying the names and true signatures of the officers of the Company and such Guarantor, as the case may be, authorized to sign this Agreement and the other documents to be delivered by the Company or such Guarantor hereunder; (iv) a certificate of the Secretary or an Assistant Secretary or other authorized officer of each of the Company and each Guarantor, dated the Closing Date, attaching and certifying the correctness and completeness of the copies of the Company’s and such Guarantor’s Certificate of Incorporation and Bylaws or Certificate of Formation and Limited Liability Company Agreement, together, in each case, with a good standing certificate from the state of its organization, each to be dated a recent date prior to the Closing Date; (v) legal opinions of (i) Xxxxxx & Xxxxxxx LLP, New York and Delaware counsel to the Loan Parties, dated the Closing Datecertificate, substantially in the form of Exhibit C-1 hereto and (ii) Xxxxxxxx and Wedge, special Nevada counsel to the Loan PartiesD, dated the Closing Date, substantially in Date and signed by the form of Exhibit C-2 hereto; (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter (other than the fourth fiscal quarter chief financial officer of the Company’s fiscal year) ended at least 45 days prior to the Closing Date; provided , certifying that the requirements of clauses (a) Company and (b) shall be deemed satisfied by the filing by the Company of its applicable Form 10-K Subsidiaries, on a consolidated and Form 10-Q or Form 10 or S-1, as the case may be, containing such financial statements within the time periods specified in such clauses and (c) (x) such pro forma consolidated balance sheets and related pro forma consolidated statements of income of the Company required to be delivered pursuant to SEC Form 10 requirements, in each case prepared basis after giving effect to the Transactions as if the Transactions had occurred as of the relevant date pursuant to SEC Form 10 requirements (in the case of such balance sheet) or at the beginning of the relevant period pursuant to SEC Form 10 requirements (in the case of such income statements) and (y) a detailed business plan or projections of the Company and its Subsidiaries for the period from the Closing Date through the fiscal year of the Company ended on or about March 31Transactions, 2023, in form and substance reasonably satisfactory to the Arrangersare Solvent; (viid) a certificate of an authorized officer of the Company, dated the Closing Date, stating that (a) the Specified Representations are true and correct in all material respects (except those Specified Representations that are qualified by materiality, which shall be true and correct in all respects), (b) the Company is in compliance with its obligations under Section 2.15(c), (c) the Spin Transaction shall be consummated in accordance with the terms and conditions of the Separation Agreement (without waiver or amendment thereto agreed to receipt by the Company that in any such case is materially adverse to the Lenders or the Arrangers (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed)) substantially concurrently with the closing of the Spin Transaction Term Loans and, if elected by the Company, the Acquisition Term Loans and (d) the Revolving Facility shall not be drawn on such date in an amount exceeding $100,000,000 after giving effect to the Spin Transaction; (viii) a Notice of Borrowing in accordance with Section 2.02; (ix) (1) no later than five Business Days in advance of the Closing Date, all documentation and other information reasonably requested with respect to the Company and any Guarantor in writing by any Lender at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (2) at least five Business Days prior to the Closing Date, the Company shall deliver a Beneficial Ownership Certification; and (x) as of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. (b) The Collateral and Guarantee Requirement shall have been satisfied with respect to each Loan Party and the Administrative Agent and the Collateral Agent shall have received a completed Perfection Certificate dated the Closing Date Arranger of all fees, reasonable out-of-pocket expenses and executed by an authorized officer of the Company, together with all attachments contemplated thereby; provided, however, that the delivery of any document(s) other compensation due and required to be reimbursed or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except (A) for the execution and delivery of the Collateral Documents (other than any Mortgage) and (B) to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of certificates evidencing Equity Interests in any Subsidiary of the Company owned by any Loan Party that constitutes Collateral and constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC) will not constitute conditions precedent to the Advances paid on the Closing Date after under this Agreement, the Company’s use of commercially reasonable efforts to provide such items on Commitment Letter or prior to the Closing Date; provided that (1) certificates required to be delivered pursuant to clause (y) above mayFee Letter, with the consent of the Administrative Agent, be delivered in such period after the Closing Date as the Administrative Agent may agree and (2) the Company shall deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions, as may be required to perfect such security interests within thirty (30) days or, with respect to any Mortgaged Property and the items required by clause (e) of the definition of Collateral and Guarantee Requirement relating thereto, ninety (90) days after the Closing Date (subject, in each case, to extensions approved by the Administrative Agent in its reasonable discretion). (c) The Administrative Agent and the Collateral Agent shall have received all fees and other amounts previously agreed in writing by the Arrangers and the Company to be due and payable on or prior to the Closing Date, including, including to the extent invoiced at least two three Domestic Business Days prior to the Closing Date, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company hereunder or thereunder; (e) receipt by the Agent of a certificate, dated the Closing Date and signed by a duly authorized officer of the Company, confirming compliance with the conditions precedent set forth in clauses (f), (g), (h) and (i) of this Section 3.02; (f) the fact that the Acquisition shall be consummated substantially concurrently with the Borrowing, in accordance with the Acquisition Agreement (without any amendment, modification or waiver thereof or any consent thereunder which is adverse in any material respect to the Lenders, as reasonably determined by the Agent, without the consent of the Agent (such consent not to be unreasonably withheld or delayed) (it being agreed that any reduction in the amount of the Acquisition consideration shall not be deemed to be a modification which is adverse in a material respect to the Lenders if (i) such decrease is in the aggregate less than 10% of the Acquisition consideration or (ii) the Commitments are reduced on a dollar-for-dollar basis by the amount of such decrease in the Acquisition consideration)); (g) the fact that, immediately before and after giving effect to the Transactions, no Event of Default under Section 6.01(a), (f) or (g) shall have occurred and be continuing on the date of the Borrowing; (h) the fact that (i) the Acquisition Agreement Representation Condition shall not have occurred and be continuing and (ii) each of the Specified Representations shall be true and correct in all material respects, in each case immediately before and after giving effect to the Transactions on and as of the date of the Borrowing (except in the case of any Loan DocumentSpecified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that to the extent that any Specified Representation is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, the same shall be true and correct in all respects; and (i) the fact that there shall not have occurred, since the Acquisition Agreement Date, any Acquired Entity Material Adverse Effect. The Administrative Agent shall promptly notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and bindingbinding on all parties hereto.