Common use of Conditions Precedent to Delayed Draw Term Loans Clause in Contracts

Conditions Precedent to Delayed Draw Term Loans. The obligation of the Lender Group (or any member thereof) to make the Delayed Draw Term Loans hereunder (or to extend any other credit hereunder) at any time during the DDTL Availability Period shall be subject to the following conditions precedent: (a) The Borrower shall deliver a Notice of Borrowing to Agent at least seven (7) Business Days prior to the proposed Delayed Draw Borrowing Date; (b) Agent shall have received the monthly financial reporting and the quarterly financial reporting required pursuant to Section 5.1 for all periods and Parent’s financial results for such periods shall be reasonably satisfactory to Agent in its Permitted Discretion; provided that such results are deemed satisfactory if the Borrower would be in pro forma compliance with clauses (c), (d) and (e) below based on such financial reports; (c) With respect to any request to make a Delayed Draw Term Loan on or after December 31, 2022, Agent shall be satisfied that after giving effect to the making of such Delayed Draw Term Loans on a pro forma basis, Borrower shall have a Debt Service Coverage Ratio, measured on a fiscal quarter-end basis, of at least 1.40:1.00 for the most recently ended fiscal quarter on a pro forma basis; (d) With respect to the First Delayed Draw Term Loan, (i) sales revenue generated from the Camarillo Property shall be at least $15,000,000 for most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent; (ii) EBITDA for the most recently ended three (3) month period for GX Xxxxxxxxx LLC, on a consolidating basis, and for which financial statements for such period have been delivered to Agent shall be at least $2,250,000; and (iii) Annualized EBITDA for the Loan Parties and their Restricted Subsidiaries on a consolidated basis for the most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent shall be greater than $0; (e) With respect to the Second Delayed Draw Term Loan, (i) sales revenue generated from the Camarillo Property shall be at least $30,000,000 for the most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent; (ii) EBITDA for the most recently ended three (3) month period for GX Xxxxxxxxx LLC, on a consolidating basis, and for which financial statements for such period have been delivered to Agent shall be at least $4,500,000; and (iii) Annualized EBITDA for the Loan Parties and their Restricted Subsidiaries on consolidated basis for the most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent, shall be greater than $0; (f) Agent shall have received an Acceptable Appraisal conducted within and dated no more than 60 days prior to such Delayed Draw Borrowing Date for each of the Camarillo Property, the Casitas Property and the Padaro Property; (g) After giving effect to the making of such Delayed Draw Term Loans on a pro forma basis, the LTV Ratio shall be no more than 50% based upon the most recent Acceptable Appraisals; (h) Agent shall have received a Construction Progress Report certified by an Authorized Person as to progress and completion with respect to the Construction Budget and Timetable for each Phase; (i) Agent shall have received the Plans and Specifications and Construction Budget and Timetable for the next Phase of the Camarillo Project Work at least 45 days prior to the date of such Delayed Draw Term Loan and such Plans and Specifications and Construction Budget and Timetable shall be in form and substance satisfactory to Agent (including the date of Completion for such Phase); (j) Prior to the First Delayed Draw Term Loan, Phase I of the Camarillo Project Work shall have been Completed and prior to the Second Delayed Draw Term Loan, Phase II of the Camarillo Project Work shall have been Completed, in each case as certified by the Construction Consultant; (k) Agent shall have received a “date down endorsement” to the mortgage policies in the form and substance satisfactory to Agent insuring the Lien of each of the Camarillo Mortgage, Casitas Mortgage and Padaro Mortgage to the date of such Delayed Draw Term Loan, with coverage in an amount no less than the aggregate principal amount of the Term Loans after such Delayed Draw Term Loan is funded, and showing no mechanics’ or materialmen’s liens or any exception for mechanics or materialmen’s liens potential arising out of pending or recently completed construction and no other new survey or title exceptions with respect to the Camarillo Property, Casitas Property and Padaro Property other than Permitted Liens; (l) Agent or its Construction Consultant shall have inspected the Camarillo Property, the Casitas Property, and the Padaro Property, with results satisfactory to Agent; (m) After giving effect to the making of such Delayed Draw Term Loans, the amount outstanding under the Term Loans (plus any Protective Advances) shall not exceed the amount of the DDTL Borrowing Base; (n) Agent shall have received any other evidence or information concerning status of completion or Substantial Completion or Completion of any Camarillo Project Work that Agent may reasonably request; and (o) Agent shall have received a certificate stating that the forgoing conditions in clauses (c), (d), (e), (f), (g) and (m) above and Sections 3.3(a) and (b) below have been satisfied, with reasonably detailed supporting calculations with respect to clauses (c), (d), (e), (f), (g), and (m) thereto, in each case, which shall be in form and substance reasonably satisfactory to Agent.

Conditions Precedent to Delayed Draw Term Loans. The Each Lender’s obligation of the Lender Group (or any member thereof) to make the Delayed Draw Term Loans hereunder (or to extend any other credit hereunder) at any time during the DDTL Availability Period shall be subject to the following conditions precedent: (a) The Borrower shall deliver a Notice of Borrowing to Agent at least seven (7) Business Days prior to the proposed Delayed Draw Borrowing Date; (b) Agent shall have received the monthly financial reporting and the quarterly financial reporting required pursuant to Section 5.1 for all periods and Parent’s financial results for such periods shall be reasonably satisfactory to Agent in its Permitted Discretion; provided that such results are deemed satisfactory if the Borrower would be in pro forma compliance with clauses (c), (d) and (e) below based on such financial reports; (c) With respect to any request to make a Delayed Draw Term Loan hereunder on any Delayed Draw Funding Date is subject to conditions precedent that (i) no Default or after December 31Event of Default has occurred and is continuing and (ii) Agent and the Lenders shall have received, 2022in form and substance reasonably satisfactory to Agent and each Lender, Agent shall be satisfied each of the following: (a) the Delayed Draw Term Loan Warrants; (b) the Operating Documents (or written confirmation of no change since the First Amendment Effective Date) and good standing certificate of each Loan Party certified by the Secretary of State of Delaware as of a recent date; (c) bring down searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and in the jurisdiction of its chief executive office, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and tax lien, judgment and bankruptcy searches; (d) a solvency certificate signed by a Responsible Officer of Borrower that, after giving effect to the making borrowing of such the Delayed Draw Term Loans Loan on the Delayed Draw Funding Date and the issuance of Junior Capital occurring in connection therewith, the Loan Parties, taken as a pro forma basiswhole, Borrower shall have a Debt Service Coverage Ratio, measured on a fiscal quarter-end basis, of at least 1.40:1.00 for the most recently ended fiscal quarter on a pro forma basisare Solvent; (de) With payment of the fees then due and expenses (including any Lenders’ Expenses) payable in accordance with Section 14.3 for which an invoice has been provided to Borrower at least one (1) Business Day prior to the Closing Date; (f) a duly executed Borrowing Request; (g) a certificate of a Responsible Officer of Borrower certifying that, at the time of and immediately after giving effect to such borrowing of the Delayed Draw Term Loan on the Delayed Draw Funding Date, (i) the representations and warranties of each Loan Party in this Agreement and each other Loan Document to which it is a party are true and correct in all material respects on the Delayed Draw Funding Date and (ii) no Default or Event of Default shall have occurred and be continuing. (h) solely in the case of the First Delayed Draw Term Loan Funding, an estoppel certificate from Somerset Operating Company, LLC or any successor landlord under the Somerset Lease Agreement; (i) solely in the case of the First Delayed Draw Term Loan Funding, evidence reasonably satisfactory to each Lender of the prior or contemporaneous repayment in full of the Yorkville Promissory Note; (j) evidence reasonably satisfactory to each Lender of (i) with respect to the First Delayed Draw Term LoanLoan Funding, (i) sales revenue generated from the Camarillo Property shall be at least $15,000,000 for most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent; prior funding of the First Junior Capital Raise or (ii) EBITDA for the most recently ended three (3) month period for GX Xxxxxxxxx LLC, on a consolidating basis, and for which financial statements for such period have been delivered to Agent shall be at least $2,250,000; and (iii) Annualized EBITDA for the Loan Parties and their Restricted Subsidiaries on a consolidated basis for the most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent shall be greater than $0; (e) With with respect to the Second Delayed Draw Term LoanLoan Funding, the prior funding of the Second Junior Capital Raise; (k) evidence reasonably satisfactory to each Lender that the net cash proceeds (meaning cash actually received by the Borrower from any Junior Capital raise less any transaction costs directly related to the issuance of such Junior Capital) from the issuance of the First Junior Capital Raise have not been used to make payments in respect of the Yorkville Promissory Note; (l) evidence reasonably satisfactory to each Lender that the net cash proceeds from the issuance of the First Junior Capital Raise and the Second Junior Capital Raise are not permitted to be utilized to make any payments (other than permitted cash interest payments) in respect of any Junior Capital pursuant to the terms of the applicable documentation related to the First Junior Capital Raise and Second Junior Capital Raise; (m) evidence reasonably satisfactory to each Lender that (i) sales revenue generated from the Camarillo Property shall be at least $30,000,000 for the most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent; (ii) EBITDA for the most recently ended three (3) month period for GX Xxxxxxxxx LLC, on a consolidating basis, and for which financial statements for such period have been delivered to Agent shall be at least $4,500,000; and (iii) Annualized EBITDA for the Loan Parties and their Restricted Subsidiaries on consolidated basis for the most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent, shall be greater than $0; (f) Agent shall have received an Acceptable Appraisal conducted within and dated no more than 60 days prior to such Delayed Draw Borrowing Date for each of the Camarillo Property, the Casitas Property and the Padaro Property; (g) After giving effect to the making of such Delayed Draw Term Loans on a pro forma basis, the LTV Ratio shall be no more than 50% based upon the most recent Acceptable Appraisals; (h) Agent shall have received a Construction Progress Report certified by an Authorized Person as to progress and completion with respect to the Construction Budget and Timetable for each Phase; (i) Agent shall have received the Plans and Specifications and Construction Budget and Timetable for the next Phase of the Camarillo Project Work at least 45 days prior to the date of such Delayed Draw Term Loan and such Plans and Specifications and Construction Budget and Timetable shall be in form and substance satisfactory to Agent (including the date of Completion for such Phase); (j) Prior to the First Delayed Draw Term LoanLoan Funding, Phase I Lake Mariner Data, LLC has taken title and delivery to the Lake Mariner Facility of no fewer than 4,400 miners in the Camarillo Project Work shall have been Completed aggregate under the Miner Purchase Agreements and prior (ii) with respect to the Second Delayed Draw Term LoanLoan Funding, Phase II Lake Mariner Data, LLC has taken title and delivery to the Lake Mariner Facility of no fewer than 7,400 miners in the Camarillo Project Work shall have been Completedaggregate under the Miner Purchase Agreements, in each case as certified by the Construction Consultant; (k) Agent shall have received a “date down endorsement” to the mortgage policies free and clear of all liens, claims and encumbrances other than Liens in the form and substance satisfactory to Agent insuring the Lien of each favor of the Camarillo Mortgage, Casitas Mortgage and Padaro Mortgage to the date of such Delayed Draw Term Loan, with coverage in an amount no less than the aggregate principal amount of the Term Loans after such Delayed Draw Term Loan is funded, and showing no mechanics’ or materialmen’s liens or any exception for mechanics or materialmen’s liens potential arising out of pending or recently completed construction and no other new survey or title exceptions with respect to the Camarillo Property, Casitas Property and Padaro Property other than Permitted Liens; (l) Agent or its Construction Consultant shall have inspected the Camarillo Property, the Casitas Property, and the Padaro Property, with results satisfactory to Agent; (m) After giving effect to the making of such Delayed Draw Term Loans, the amount outstanding under the Term Loans (plus any Protective Advances) shall not exceed the amount of the DDTL Borrowing Base; (n) Agent shall have received any other evidence or information concerning status of completion or Substantial Completion or Completion of any Camarillo Project Work that Agent may reasonably request; and (o) Agent shall have received a certificate stating that the forgoing conditions in clauses (c), (d), (e), (f), (g) and (m) above and Sections 3.3(a) and (b) below have been satisfied, with reasonably detailed supporting calculations with respect to clauses (c), (d), (e), (f), (g), and (m) thereto, in each case, which shall be in form and substance reasonably satisfactory to AgentLenders.

Conditions Precedent to Delayed Draw Term Loans. The obligation of the Lender Group (or any member thereof) to make the Delayed Draw Term Loans hereunder (or to extend any other credit hereunder) at any time during the DDTL Availability Period shall be subject to the following conditions precedent: (a) The Borrower shall deliver a Notice of Borrowing to Agent at least seven (7) Business Days prior to the proposed Delayed Draw Borrowing Date; (b) Agent shall have received the monthly financial reporting and the quarterly financial reporting required pursuant to Section 5.1 for all periods and Parent’s financial results for such periods shall be reasonably satisfactory to Agent in its Permitted Discretion; provided that such results are deemed satisfactory if the Borrower would be in pro forma compliance with clauses (c), (d) and (e) below based on such financial reports; (c) With respect to any request Lenders to make a Delayed Draw Term Loan is subject to the satisfaction by the Loan Parties of each of the following conditions precedent (in addition to those conditions set forth in Section 4.1): (a) The date for the requested Delayed Draw Term Loan shall occur after the thirty (30) day anniversary of the Closing Date and on or after December 31, 2022, before the Delayed Draw Expiration Date and the Borrower Representative shall have provided a Notice of Borrowing to the Agent requesting the advance of the requested Delayed Draw Term Loan to be funded not less than twelve (12) Business Days prior to the requested funding date; (b) Each of the representations and warranties set forth in this Agreement and in the other Loan Documents shall be satisfied that true and correct in all respects as of the date such Loan is made (or, to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct as of such earlier date), both before and after giving effect thereto; (c) after giving effect to any such Delayed Draw Term Loan, the outstanding balance of all Loans (including the requested Delayed Draw Term Loan) will not exceed the Borrowing Base; (d) No Default or Event of Default shall be in existence, both before and after giving effect thereto; (e) The Borrowers will have delivered fully executed a promissory note for the Delayed Draw Term Loan substantially in the form of Exhibit C attached hereto, for Lender requesting the same, regarding the Delayed Draw Term Loans and the Guarantors will have delivered confirmation, in writing of their guarantee therefor; and (f) The Agent shall have received an acceptable Borrowing Base Certificate dated as of the requested Delayed Draw Term Loan, and executed by a Financial Officer of the Borrower Representative, updated to reflect the making of such Delayed Draw Term Loans Loan and demonstrating that the Borrowers are in compliance with the Borrowing Base before and on a pro forma basis, Borrower shall have a Debt Service Coverage Ratio, measured on a fiscal quarter-end basis, of at least 1.40:1.00 for the most recently ended fiscal quarter on a pro forma basis; (d) With respect to the First Delayed Draw Term Loan, (i) sales revenue generated from the Camarillo Property shall be at least $15,000,000 for most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent; (ii) EBITDA for the most recently ended three (3) month period for GX Xxxxxxxxx LLC, on a consolidating basis, and for which financial statements for such period have been delivered to Agent shall be at least $2,250,000; and (iii) Annualized EBITDA for the Loan Parties and their Restricted Subsidiaries on a consolidated basis for the most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent shall be greater than $0; (e) With respect to the Second Delayed Draw Term Loan, (i) sales revenue generated from the Camarillo Property shall be at least $30,000,000 for the most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent; (ii) EBITDA for the most recently ended three (3) month period for GX Xxxxxxxxx LLC, on a consolidating basis, and for which financial statements for such period have been delivered to Agent shall be at least $4,500,000; and (iii) Annualized EBITDA for the Loan Parties and their Restricted Subsidiaries on consolidated basis for the most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent, shall be greater than $0; (f) Agent shall have received an Acceptable Appraisal conducted within and dated no more than 60 days prior to such Delayed Draw Borrowing Date for each of the Camarillo Property, the Casitas Property and the Padaro Property; (g) After after giving effect to the making of such Delayed Draw Term Loans on a pro forma basis, the LTV Ratio shall be no more than 50% based upon the most recent Acceptable Appraisals; (h) Agent shall have received a Construction Progress Report certified by an Authorized Person as to progress and completion with respect to the Construction Budget and Timetable for each Phase; (i) Agent shall have received the Plans and Specifications and Construction Budget and Timetable for the next Phase of the Camarillo Project Work at least 45 days prior to the date of such Delayed Draw Term Loan and such Plans and Specifications and Construction Budget and Timetable shall be in form and substance satisfactory to Agent (including the date of Completion for such Phase); (j) Prior to the First Delayed Draw Term Loan, Phase I of the Camarillo Project Work shall have been Completed and prior to the Second Delayed Draw Term Loan, Phase II of the Camarillo Project Work shall have been Completed, in each case as certified by the Construction Consultant; (k) Agent shall have received a “date down endorsement” to the mortgage policies in the form and substance satisfactory to Agent insuring the Lien of each of the Camarillo Mortgage, Casitas Mortgage and Padaro Mortgage to the date advance of such Delayed Draw Term Loan. Each request (or deemed request) by Borrower Representative for funding of a Loan shall constitute a representation by each Borrower, with coverage in an amount no less than and a certification by the aggregate principal amount officer of the Term Loans after such Delayed Draw Term Loan is fundedBorrower Representative signing any Notice of Borrowing, and showing no mechanics’ or materialmen’s liens or any exception for mechanics or materialmen’s liens potential arising out of pending or recently completed construction and no other new survey or title exceptions with respect to that the Camarillo Property, Casitas Property and Padaro Property other than Permitted Liens; (l) Agent or its Construction Consultant shall have inspected foregoing conditions are satisfied on the Camarillo Property, the Casitas Property, and the Padaro Property, with results satisfactory to Agent; (m) After giving effect to the making date of such Delayed Draw Term Loans, request and on the amount outstanding under the Term Loans (plus any Protective Advances) shall not exceed the amount date of the DDTL Borrowing Base; (n) Agent shall have received any other evidence such funding or information concerning status of completion or Substantial Completion or Completion of any Camarillo Project Work that Agent may reasonably request; and (o) Agent shall have received a certificate stating that the forgoing conditions in clauses (c), (d), (e), (f), (g) and (m) above and Sections 3.3(a) and (b) below have been satisfied, with reasonably detailed supporting calculations with respect to clauses (c), (d), (e), (f), (g), and (m) thereto, in each case, which shall be in form and substance reasonably satisfactory to Agentissuance.

Conditions Precedent to Delayed Draw Term Loans. The Each Lender’s obligation of the Lender Group (or any member thereof) to make the Delayed Draw Term Loans hereunder (or to extend any other credit hereunder) at any time during the DDTL Availability Period shall be subject to the following conditions precedent: (a) The Borrower shall deliver a Notice of Borrowing to Agent at least seven (7) Business Days prior to the proposed Delayed Draw Borrowing Date; (b) Agent shall have received the monthly financial reporting and the quarterly financial reporting required pursuant to Section 5.1 for all periods and Parent’s financial results for such periods shall be reasonably satisfactory to Agent in its Permitted Discretion; provided that such results are deemed satisfactory if the Borrower would be in pro forma compliance with clauses (c), (d) and (e) below based on such financial reports; (c) With respect to any request to make a Delayed Draw Term Loan hereunder on any Delayed Draw Funding Date is subject to conditions precedent that (i) no Default or after December 31Event of Default has occurred and is continuing and (ii) Agent and the Lenders shall have received, 2022in form and substance reasonably satisfactory to Agent and each Lender, Agent shall be satisfied each of the following: (a) the Delayed Draw Term Loan Warrants; (b) the Operating Documents (or written confirmation of no change since the First Amendment Effective Date) and good standing certificate of each Loan Party certified by the Secretary of State of Delaware as of a recent date; (c) bring down searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and in the jurisdiction of its chief executive office, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and tax lien, judgment and bankruptcy searches; (d) a solvency certificate signed by a Responsible Officer of Bxxxxxxx that, after giving effect to the making borrowing of such the Delayed Draw Term Loans Loan on the Delayed Draw Funding Date and the issuance of Junior Capital occurring in connection therewith, the Loan Parties, taken as a pro forma basiswhole, Borrower shall have a Debt Service Coverage Ratio, measured on a fiscal quarter-end basis, of at least 1.40:1.00 for the most recently ended fiscal quarter on a pro forma basisare Solvent; (de) With payment of the fees then due and expenses (including any Lenders’ Expenses) payable in accordance with Section 14.3 of the Loan Agreement for which an invoice has been provided to Borrower at least one (1) Business Day prior to the Closing Date; (f) a duly executed Borrowing Request; (g) a certificate of a Responsible Officer of Borrower certifying that, at the time of and immediately after giving effect to such borrowing of the Delayed Draw Term Loan on the Delayed Draw Funding Date, (i) the representations and warranties of each Loan Party in this Agreement and each other Loan Document to which it is a party are true and correct in all material respects on the Delayed Draw Funding Date and (ii) no Default or Event of Default shall have occurred and be continuing. (h) [reserved]; (i) solely in the case of the Second Delayed Draw Term Loan Funding, evidence reasonably satisfactory to each Lender of the prior or contemporaneous repayment in full of the Yorkville Promissory Note; (j) evidence reasonably satisfactory to each Lender of (i) with respect to the First Delayed Draw Term LoanLoan Funding, (i) sales revenue generated from the Camarillo Property shall be at least $15,000,000 for most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent; prior funding of the First Junior Capital Raise, (ii) EBITDA for the most recently ended three (3) month period for GX Xxxxxxxxx LLC, on a consolidating basis, and for which financial statements for such period have been delivered to Agent shall be at least $2,250,000; and (iii) Annualized EBITDA for the Loan Parties and their Restricted Subsidiaries on a consolidated basis for the most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent shall be greater than $0; (e) With with respect to the Second Delayed Draw Term LoanLoan Funding, (i) sales revenue generated from the Camarillo Property shall be at least $30,000,000 for prior funding of the most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent; (ii) EBITDA for the most recently ended three (3) month period for GX Xxxxxxxxx LLC, on a consolidating basis, and for which financial statements for such period have been delivered to Agent shall be at least $4,500,000; and Second Junior Capital Raise or (iii) Annualized EBITDA for the Loan Parties and their Restricted Subsidiaries on consolidated basis for the most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent, shall be greater than $0; (f) Agent shall have received an Acceptable Appraisal conducted within and dated no more than 60 days prior to such Delayed Draw Borrowing Date for each of the Camarillo Property, the Casitas Property and the Padaro Property; (g) After giving effect to the making of such Delayed Draw Term Loans on a pro forma basis, the LTV Ratio shall be no more than 50% based upon the most recent Acceptable Appraisals; (h) Agent shall have received a Construction Progress Report certified by an Authorized Person as to progress and completion with respect to the Construction Budget and Timetable for each Phase; (i) Agent shall have received the Plans and Specifications and Construction Budget and Timetable for the next Phase of the Camarillo Project Work at least 45 days prior to the date of such Third Delayed Draw Term Loan and such Plans and Specifications and Construction Budget and Timetable shall be in form and substance satisfactory to Agent (including Funding, the date prior funding of Completion for such Phase)the Third Junior Capital Raise; (jk) Prior evidence reasonably satisfactory to each Lender that the net cash proceeds (meaning cash actually received by the Borrower from any Junior Capital raise less any transaction costs directly related to the issuance of such Junior Capital) from the issuance of (i) the First Junior Capital Raise or (ii) if the Second Junior Capital Raise has been funded, the First Junior Capital Raise or the Second Junior Capital Raise, have not been used to make payments in respect of the Yorkville Promissory Note; (l) evidence reasonably satisfactory to each Lender that the net cash proceeds from the issuance of the First Junior Capital Raise, the Second Junior Capital Raise and the Third Junior Capital Raise are not permitted to be utilized to make any payments (other than permitted cash interest payments) in respect of any Junior Capital pursuant to the terms of the applicable documentation related to the First Junior Capital Raise, the Second Junior Capital Raise and the Third Junior Capital Raise; and (m) evidence reasonably satisfactory to each Lender that (i) with respect to the First Delayed Draw Term LoanLoan Funding, Phase I of the Camarillo Project Work shall have been Completed Lake Mariner Data, LLC has taken title and prior delivery to the Second Lake Mariner Facility of no fewer than 4,400 miners in the aggregate under the Miner Purchase Agreements and (ii) with respect to the Third Delayed Draw Term LoanLoan Funding, Phase II Lake Mariner Data, LLC has taken title and delivery to the Lake Mariner Facility of no fewer than 7,400 miners in the Camarillo Project Work shall have been Completedaggregate under the Miner Purchase Agreements, in each case as certified by the Construction Consultant; (k) Agent shall have received a “date down endorsement” to the mortgage policies free and clear of all liens, claims and encumbrances other than Liens in the form and substance satisfactory to Agent insuring the Lien of each favor of the Camarillo Mortgage, Casitas Mortgage and Padaro Mortgage to the date of such Delayed Draw Term Loan, with coverage in an amount no less than the aggregate principal amount of the Term Loans after such Delayed Draw Term Loan is funded, and showing no mechanics’ or materialmen’s liens or any exception for mechanics or materialmen’s liens potential arising out of pending or recently completed construction and no other new survey or title exceptions with respect to the Camarillo Property, Casitas Property and Padaro Property other than Permitted Liens; (l) Agent or its Construction Consultant shall have inspected the Camarillo Property, the Casitas Property, and the Padaro Property, with results satisfactory to Agent; (m) After giving effect to the making of such Delayed Draw Term Loans, the amount outstanding under the Term Loans (plus any Protective Advances) shall not exceed the amount of the DDTL Borrowing Base; (n) Agent shall have received any other evidence or information concerning status of completion or Substantial Completion or Completion of any Camarillo Project Work that Agent may reasonably request; and (o) Agent shall have received a certificate stating that the forgoing conditions in clauses (c), (d), (e), (f), (g) and (m) above and Sections 3.3(a) and (b) below have been satisfied, with reasonably detailed supporting calculations with respect to clauses (c), (d), (e), (f), (g), and (m) thereto, in each case, which shall be in form and substance reasonably satisfactory to AgentLenders.

Conditions Precedent to Delayed Draw Term Loans. The Each Lender’s obligation of the Lender Group (or any member thereof) to make the Delayed Draw Term Loans hereunder (or to extend any other credit hereunder) at any time during the DDTL Availability Period shall be subject to the following conditions precedent: (a) The Borrower shall deliver a Notice of Borrowing to Agent at least seven (7) Business Days prior to the proposed Delayed Draw Borrowing Date; (b) Agent shall have received the monthly financial reporting and the quarterly financial reporting required pursuant to Section 5.1 for all periods and Parent’s financial results for such periods shall be reasonably satisfactory to Agent in its Permitted Discretion; provided that such results are deemed satisfactory if the Borrower would be in pro forma compliance with clauses (c), (d) and (e) below based on such financial reports; (c) With respect to any request to make a Delayed Draw Term Loan hereunder on or after December 31, 2022, Agent shall be satisfied that after giving effect to the making of such any Delayed Draw Term Loans on a pro forma basis, Borrower shall have a Debt Service Coverage Ratio, measured on a fiscal quarter-end basis, of at least 1.40:1.00 for the most recently ended fiscal quarter on a pro forma basis; (d) With respect Funding Date is subject to the First Delayed Draw Term Loan, conditions precedent that (i) sales revenue generated from the Camarillo Property shall be at least $15,000,000 for most recently ended three (3) month period no Default or Event of Default has occurred and for which financial statements for such period have been delivered to Agent; is continuing and (ii) EBITDA for Agent and the most recently ended three (3) month period for GX Xxxxxxxxx LLC, on a consolidating basis, and for which financial statements for such period have been delivered to Agent shall be at least $2,250,000; and (iii) Annualized EBITDA for the Loan Parties and their Restricted Subsidiaries on a consolidated basis for the most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent shall be greater than $0; (e) With respect to the Second Delayed Draw Term Loan, (i) sales revenue generated from the Camarillo Property shall be at least $30,000,000 for the most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent; (ii) EBITDA for the most recently ended three (3) month period for GX Xxxxxxxxx LLC, on a consolidating basis, and for which financial statements for such period have been delivered to Agent shall be at least $4,500,000; and (iii) Annualized EBITDA for the Loan Parties and their Restricted Subsidiaries on consolidated basis for the most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent, shall be greater than $0; (f) Agent Lenders shall have received an Acceptable Appraisal conducted within and dated no more than 60 days prior to such Delayed Draw Borrowing Date for each of the Camarillo Propertyreceived, the Casitas Property and the Padaro Property; (g) After giving effect to the making of such Delayed Draw Term Loans on a pro forma basis, the LTV Ratio shall be no more than 50% based upon the most recent Acceptable Appraisals; (h) Agent shall have received a Construction Progress Report certified by an Authorized Person as to progress and completion with respect to the Construction Budget and Timetable for each Phase; (i) Agent shall have received the Plans and Specifications and Construction Budget and Timetable for the next Phase of the Camarillo Project Work at least 45 days prior to the date of such Delayed Draw Term Loan and such Plans and Specifications and Construction Budget and Timetable shall be in form and substance satisfactory to Agent (including the date of Completion for such Phase); (j) Prior to the First Delayed Draw Term Loan, Phase I of the Camarillo Project Work shall have been Completed and prior to the Second Delayed Draw Term Loan, Phase II of the Camarillo Project Work shall have been Completed, in each case as certified by the Construction Consultant; (k) Agent shall have received a “date down endorsement” to the mortgage policies in the form and substance satisfactory to Agent insuring the Lien of each of the Camarillo Mortgage, Casitas Mortgage and Padaro Mortgage to the date of such Delayed Draw Term Loan, with coverage in an amount no less than the aggregate principal amount of the Term Loans after such Delayed Draw Term Loan is funded, and showing no mechanics’ or materialmen’s liens or any exception for mechanics or materialmen’s liens potential arising out of pending or recently completed construction and no other new survey or title exceptions with respect to the Camarillo Property, Casitas Property and Padaro Property other than Permitted Liens; (l) Agent or its Construction Consultant shall have inspected the Camarillo Property, the Casitas Property, and the Padaro Property, with results satisfactory to Agent; (m) After giving effect to the making of such Delayed Draw Term Loans, the amount outstanding under the Term Loans (plus any Protective Advances) shall not exceed the amount of the DDTL Borrowing Base; (n) Agent shall have received any other evidence or information concerning status of completion or Substantial Completion or Completion of any Camarillo Project Work that Agent may reasonably request; and (o) Agent shall have received a certificate stating that the forgoing conditions in clauses (c), (d), (e), (f), (g) and (m) above and Sections 3.3(a) and (b) below have been satisfied, with reasonably detailed supporting calculations with respect to clauses (c), (d), (e), (f), (g), and (m) thereto, in each case, which shall be in form and substance reasonably satisfactory to Agent.Agent and each Lender, each of the following: (a) the Delayed Draw Term Loan Warrants; (b) the Operating Documents (or written confirmation of no change since the First Amendment Effective Date) and good standing certificate of each Loan Party certified by the Secretary of State of Delaware as of a recent date; (c) bring down searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and in the jurisdiction of its chief executive office, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and tax lien, judgment and bankruptcy searches; (d) a solvency certificate signed by a Responsible Officer of Xxxxxxxx that, after giving effect to the borrowing of the Delayed Draw Term Loan on the Delayed Draw Funding Date and the issuance of Junior Capital occurring in connection therewith, the Loan Parties, taken as a whole, are Solvent; (e) payment of the fees then due and expenses (including any Lenders’ Expenses) payable in accordance with Section 14.3 of the Loan Agreement for which an invoice has been provided to Borrower at least one (1) Business Day prior to the Closing Date; (f) a duly executed Borrowing Request;