Common use of Conditions to Initial Credit Event Clause in Contracts

Conditions to Initial Credit Event. The obligation of each Lender to make its initial Credit Event hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received the following, each of which shall be originals or facsimiles unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent: (i) executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Third Amendment Effective Date; (iii) a counterpart of the Guarantee and Collateral Agreement, executed by the Borrower and each Wholly Owned Domestic Subsidiary of the Borrower as of the Third Amendment Effective Date, other than any Unrestricted Subsidiary; (iv) a Perfection Certificate containing information as to each Loan Party as of the Third Amendment Effective Date; (v) certificates, if any, representing the Equity Interests pledged by any Loan Party as of the Third Amendment Effective Date accompanied by undated stock powers executed in blank; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party on the Third Amendment Effective Date; (vii) (i) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties, substantially in the form of Exhibit G to this Agreement and (ii) an opinion of local counsel in form and substance reasonably satisfactory to the Administrative Agent; (viii) a certificate from the chief financial officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Third Amendment Effective Date after giving effect to the Transactions to occur on the Third Amendment Effective Date, substantially in the form of Exhibit H to this Agreement; (ix) the Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03; and (x) the Administrative Agent shall have received a certificate executed and delivered by a Responsible Officer of the Borrower certifying that the representations specified in clause (b) of the definition of “Specified Representations” are true and correct as of the Third Amendment Effective Date. (b) The security interests granted by each Loan Party to the Collateral Agent pursuant to the Guarantee and Collateral Agreement shall have been perfected to the extent perfection is required by the Guarantee and Collateral Agreement. (c) Since the date of the Merger Agreement, no Company Material Adverse Effect shall have occurred. (d) The Lead Arrangers shall have received the Pro Forma Financial Statements and the financial statements described in Section 3.05. (e) The Specified Representations shall be true and correct on and as of the Third Amendment Effective Date. (f) The Refinancing shall have been consummated or shall be consummated simultaneously with the initial funding of the Loans on the Third Amendment Effective Date. (g) An irrevocable notice of redemption shall have been delivered for the Xxxxxx 2.25% Convertible Notes and sufficient funds deposited with the trustee under the related indenture to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 2.25% Convertible notes outstanding as of the Third Amendment Effective Date. (h) The tender for the Xxxxxx 6.875% Senior Notes shall have been launched and shall have expired and sufficient funds shall have been deposited with the trustee under the related indenture to pay for the tendered notes and to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 6.875% Senior Notes outstanding as of the Third Amendment Effective Date. (i) The Senior Notes shall have been issued or shall be issued simultaneously with the initial funding of Loans on the Effective Date. (j) The Merger Transactions shall have been consummated concurrently with the initial funding of the Loans on the Third Amendment Effective Date in compliance with applicable law and in accordance with the Merger Agreement, without waiver or amendment thereof or any consent thereunder unless consented to by the Lead Arrangers other than any waiver or amendment that does not materially adversely affect the ability of the Borrower to perform its obligations under this Agreement; provided that without the consent of the Lead Arrangers, the Borrower shall not increase the portion of the purchase price payable in cash. (k) Subject to Section 5.14, the Collateral Agent shall have received the following: (i) with respect to each Existing Mortgage in effect prior to the Third Amendment Effective Date encumbering Mortgaged Property, a Mortgage Amendment to the applicable Mortgage duly executed and acknowledged by the applicable Loan Party (it being understood, however, that if each lessor and lessee party to an “Intercompany Lease”, as defined in the Second Amended and Restated Credit Agreement, is not party to an Existing Mortgage and each applicable Existing Mortgage is not sufficient as reasonably determined by the Collateral Agent to provide the Secured Parties with substantially similar rights and benefits afforded thereto under the “Intercompany Lease Agreement”, as defined in the Second Amended and Restated Credit Agreement, the Collateral Agent shall have received such Mortgage Amendments or new Mortgages, and documents of the type described in clauses (ii) and (iii) of this Section 4.01(k), each in form and substance reasonably satisfactory to the Collateral Agent, duly executed and acknowledged by such lessors and lessees providing the Secured Parties with such rights and benefits), and in form for recording in the recording office where such Existing Real Property Collateral is located (including, without limitation, the “Mortgaged Premises”, as defined in each Intercompany Lease Agreement), together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (ii) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property subject to such Existing Mortgages on which a “Building” (as defined in 12 CFR Chapter III, Section 339.2) is located, which such Mortgaged Properties are set forth on Schedule 8(c) to the Perfection Certificate (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto); (iii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.02 of this Agreement (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable); (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured; (C) in the case of flood insurance, (1) identify the addresses of each property located in a special flood hazard area, (2) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (3) provide that the insurer will give the Collateral Agent forty-five (45) days’ written notice of cancellation or non-renewal and (4) otherwise be in form and substance satisfactory to the Collateral Agent; (iv) evidence reasonably acceptable to the Collateral Agent of payment by the Borrower of all mortgage recording taxes and related charges required for the recording of such Mortgage Amendments to the Existing Mortgages to be effective as of the Third Amendment Effective Date; and (v) with respect to each property subject to such Existing Mortgages and Mortgage Amendments as of the Third Amendment Effective Date, as listed on Schedule 3.07(a), an opinion of local counsel in form and substance reasonably satisfactory to the Collateral Agent. (l) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (m) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Real Estate Encumbrances or any other Liens acceptable to the Collateral Agent).

Conditions to Initial Credit Event. The obligation of each Lender to make its initial Credit Event hereunder is subject Subject to satisfaction of the conditions to each Credit Event required by Section 6.1, the Borrowers may not borrow Loans hereunder until the first date (the "Funding Date") upon which the following conditions precedenthave been satisfied: (a) Each Bank shall have received its duly executed Promissory Notes complying with the provisions of Section 2.4. (b) The Administrative Agent and the Documentary Agent shall have received, on behalf of themselves and the Banks, a favorable written opinion of (i) the General Counsel of FTX, substantially to the effect set forth in Exhibit H, (ii) Dxxxx Xxxx & Wxxxxxxx, counsel for the Borrowers, substantially to the effect set forth in Exhibit I and (iii) Liskow & Lxxxx, special Louisiana counsel for the Borrowers, substantially to the effect set forth in Exhibit J, in each case (A) dated the Funding Date, (B) addressed to the Agents and the Banks, and (C) covering such other matters relating to the Restructuring, the Loan Documents and the transactions contemplated thereby as the Administrative Agent and the Documentary Agent shall reasonably request, and the Borrowers hereby instruct such counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Banks and to Cravath, Swaine & Mxxxx, special counsel for the Agents. (d) The Administrative Agent and the Documentary Agent shall have received (i) a copy of the certificate of incorporation or partnership certificate (as applicable), including all amendments thereto, of each Borrower, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower dated the Funding Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or partnership agreement (as applicable) of such Borrower as in effect on the Funding Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Borrower (in the case of FRP, the Board of Directors of its managing general partner) authorizing the execution, delivery and performance of the Loan Documents to which such Person 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, (C) that the certificate of incorporation and by-laws or partnership certificate and partnership agreement (as applicable) of such Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above or the date of the certificate furnished pursuant to clause (ii) above, as applicable, and (D) 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 Borrower; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Banks or Cravath, Swaine & Mxxxx, special counsel for the Agents, may reasonably request. (e) The Administrative Agent and the Documentary Agent shall have received a certificate, dated the Funding Date and signed by a Financial Officer of each Borrower, confirming compliance with the conditions precedent set forth in paragraphs (i) and (iii) of Section 6.1. (f) The Administrative Agent shall have received the following, each of which shall be originals all fees and other amounts due and payable on or facsimiles unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory prior to the Administrative Agent and the Collateral Agent: (i) executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Third Amendment Effective Date; (iii) a counterpart of the Guarantee and Collateral Agreement, executed by the Borrower and each Wholly Owned Domestic Subsidiary of the Borrower as of the Third Amendment Effective Funding Date, other than any Unrestricted Subsidiary; (iv) a Perfection Certificate containing information as to each Loan Party as of the Third Amendment Effective Date; (v) certificatesincluding, if any, representing the Equity Interests pledged by any Loan Party as of the Third Amendment Effective Date accompanied by undated stock powers executed in blank; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party on the Third Amendment Effective Date; (vii) (i) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties, substantially in the form of Exhibit G to this Agreement and (ii) an opinion of local counsel in form and substance reasonably satisfactory to the Administrative Agent; (viii) a certificate from the chief financial officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Third Amendment Effective Date after giving effect to the Transactions to occur on the Third Amendment Effective Date, substantially in the form of Exhibit H to this Agreement; (ix) the Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03; and (x) the Administrative Agent shall have received a certificate executed and delivered by a Responsible Officer of the Borrower certifying that the representations specified in clause (b) of the definition of “Specified Representations” are true and correct as of the Third Amendment Effective Date. (b) The security interests granted by each Loan Party to the Collateral Agent pursuant to the Guarantee and Collateral Agreement shall have been perfected to the extent perfection is invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Guarantee and Collateral Agreement. (c) Since the date of the Merger Agreement, no Company Material Adverse Effect shall have occurred. (d) The Lead Arrangers shall have received the Pro Forma Financial Statements and the financial statements described in Section 3.05. (e) The Specified Representations shall be true and correct on and as of the Third Amendment Effective Date. (f) The Refinancing shall have been consummated Borrowers hereunder or shall be consummated simultaneously with the initial funding of the Loans on the Third Amendment Effective Dateunder any other Loan Document. (g) An irrevocable notice of redemption The FTX Security Agreement shall have been duly executed by the parties thereto and delivered to the FTX Collateral Agent and shall be in full force and effect, and the Unit Equivalents (as defined in the FRP Partnership Agreement) in FRP owned by FTX and required to be pledged under the FTX Security Agreement shall have been duly and validly pledged thereunder to the FTX Collateral Agent for the Xxxxxx 2.25% Convertible Notes and sufficient funds deposited with the trustee under the related indenture to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 2.25% Convertible notes outstanding as ratable benefit of the Third Amendment Effective Dateparties to the FTX Intercreditor Agreement. (h) The tender for the Xxxxxx 6.875% Senior Notes FRP Security Agreement shall have been launched and shall have expired and sufficient funds shall have been deposited with the trustee under the related indenture to pay for the tendered notes and to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 6.875% Senior Notes outstanding as of the Third Amendment Effective Date. (i) The Senior Notes shall have been issued or shall be issued simultaneously with the initial funding of Loans on the Effective Date. (j) The Merger Transactions shall have been consummated concurrently with the initial funding of the Loans on the Third Amendment Effective Date in compliance with applicable law and in accordance with the Merger Agreement, without waiver or amendment thereof or any consent thereunder unless consented to by the Lead Arrangers other than any waiver or amendment that does not materially adversely affect the ability of the Borrower to perform its obligations under this Agreement; provided that without the consent of the Lead Arrangers, the Borrower shall not increase the portion of the purchase price payable in cash. (k) Subject to Section 5.14, the Collateral Agent shall have received the following: (i) with respect to each Existing Mortgage in effect prior to the Third Amendment Effective Date encumbering Mortgaged Property, a Mortgage Amendment to the applicable Mortgage duly executed and acknowledged by the applicable Loan Party (it being understood, however, that if each lessor and lessee party to an “Intercompany Lease”, as defined in the Second Amended and Restated Credit Agreement, is not party to an Existing Mortgage and each applicable Existing Mortgage is not sufficient as reasonably determined by the Collateral Agent to provide the Secured Parties with substantially similar rights and benefits afforded thereto under the “Intercompany Lease Agreement”, as defined in the Second Amended and Restated Credit Agreement, the Collateral Agent shall have received such Mortgage Amendments or new Mortgages, and documents of the type described in clauses (ii) and (iii) of this Section 4.01(k), each in form and substance reasonably satisfactory to the Collateral Agent, duly executed and acknowledged by such lessors and lessees providing the Secured Parties with such rights and benefits), and in form for recording in the recording office where such Existing Real Property Collateral is located (including, without limitation, the “Mortgaged Premises”, as defined in each Intercompany Lease Agreement), together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (ii) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property subject to such Existing Mortgages on which a “Building” (as defined in 12 CFR Chapter III, Section 339.2) is located, which such Mortgaged Properties are set forth on Schedule 8(c) to the Perfection Certificate (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower parties thereto and shall have been delivered to the FRP Collateral Agent and shall be in full force and effect on such date and each Loan Party relating thereto); document (iiiincluding each Uniform Commercial Code financing statement) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.02 of this Agreement (includinglaw or reasonably requested by the Administrative Agent to be filed, without limitation, flood insurance policies) and the applicable provisions registered or recorded in order to create in favor of the Security DocumentsFRP Collateral Agent for the benefit of the Banks a valid, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable); (B) name legal and perfected first-priority security interest in and lien on the Collateral Agent, on behalf described in such agreement (subject only to the Liens described in Section 5.2(d)(viii) of the Secured PartiesFRP Security Agreement and Articles 34, as additional insured; (C) in 35 and 36 of the case of flood insurance, (1) identify the addresses of each property located in a special flood hazard area, (2) indicate the applicable flood zone designation, the flood insurance coverage FRP Security Agreement and the deductible relating thereto and (3) provide that the insurer will give the Collateral Agent forty-five (45) days’ written notice of cancellation or non-renewal and (4) otherwise be in form and substance satisfactory Schedule A to the Collateral Agent; (ivFRP Security Agreement) evidence reasonably acceptable to the Collateral Agent of payment by the Borrower of all mortgage recording taxes and related charges required for the recording of such Mortgage Amendments to the Existing Mortgages to be effective as of the Third Amendment Effective Date; and (v) with respect to each property subject to such Existing Mortgages and Mortgage Amendments as of the Third Amendment Effective Date, as listed on Schedule 3.07(a), an opinion of local counsel in form and substance reasonably satisfactory shall have been delivered to the Collateral Agent. (li) UCC financing statements The Restructuring shall have been completed on a generally tax-free basis (subject to exceptions approved by the Administrative Agent and the Documentary Agent), including arrangements in appropriate form for filing under the UCC, filings connection with the United States Patent Restructuring with respect to existing indebtedness of FTX, FRP, FCX and Trademark Office FI, all on terms substantially the same as those described in Schedule XI or otherwise satisfactory to the Required Banks (including all tax, accounting, corporate and United States Copyright Office partnership matters), and such other documents under applicable law in each jurisdiction the Administrative Agent and the Documentary Agent shall have received satisfactory opinions of counsel with respect to the Restructuring, its tax status and related matters as may be necessary or appropriate they shall reasonably request. (j) In connection with the Restructuring, all Debt of FTX shall have been repaid and cancelled (or, in the opinion case of the Collateral AgentExisting Credit Agreement, desirable refunded by borrowings hereunder) and all Guarantees of Debt by FTX (other than the Guarantees referred to perfect in Section 5.2(g)(xi)) shall have been released. (k) Closing and satisfaction of the Liens created, or purported conditions to be created, by initial borrowing under a new $200,000,000 Chemical/Chase Bank credit facility for FI and FCX and the Security Documents;amendment and restatement of the existing $550,000,000 Chemical/Chase Bank credit facility for FI shall have occurred substantially simultaneously with the Funding Date. (l) All outstanding loans under the Existing Credit Agreement shall have been repaid in full and the Existing Credit Agreement and the commitments of the banks party thereto shall have been terminated. (m) certified copies of UCCThe Administrative Agent shall have received an environmental due diligence summary memorandum in form, United States Patent scope and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Real Estate Encumbrances or any other Liens acceptable substance reasonably satisfactory to the Collateral AgentBanks, from Cravath, Swaine & Mxxxx as to certain environmental hazards, liabilities or Remedial Action to which IMC-Agrico, the Borrowers or their Subsidiaries may be subject. (n) The Borrowers shall have delivered to the Administrative Agent statements in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U. (o) The Stock Purchase Agreement shall be in full force and effect in the form as in effect on the Closing Date or as amended as permitted by Section 5.2(t).

Conditions to Initial Credit Event. The obligation of each Lender to make its initial Credit Event hereunder is subject Subject to satisfaction of the conditions to each Credit Event required by Section 6.1, the Borrowers may not borrow Loans hereunder until the first date (the "Funding Date") upon which the following conditions precedenthave been satisfied: (a) Each Bank shall have received its duly executed Promissory Notes complying with the provisions of Section 2.4. (b) The Administrative Agent and the Documentary Agent shall have received, on behalf of themselves and the Banks, a favorable written opinion of (i) the General Counsel of FTX, substantially to the effect set forth in Exhibit H, (ii) Xxxxx Xxxx & Xxxxxxxx, counsel for the Borrowers, substantially to the effect set forth in Exhibit I and (iii) Liskow & Xxxxx, special Louisiana counsel for the Borrowers, substantially to the effect set forth in Exhibit J, in each case (A) dated the Funding Date, (B) addressed to the Agents and the Banks, and (C) covering such other matters relating to the Restructuring, the Loan Documents and the transactions contemplated thereby as the Administrative Agent and the Documentary Agent shall reasonably request, and the Borrowers hereby instruct such counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Banks and to Cravath, Swaine & Xxxxx, special counsel for the Agents. (d) The Administrative Agent and the Documentary Agent shall have received (i) a copy of the certificate of incorporation or partnership certificate (as applicable), including all amendments thereto, of each Borrower, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower dated the Funding Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or partnership agreement (as applicable) of such Borrower as in effect on the Funding Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Borrower (in the case of FRP, the Board of Directors of its managing general partner) authorizing the execution, delivery and performance of the Loan Documents to which such Person 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, (C) that the certificate of incorporation and by-laws or partnership certificate and partnership agreement (as applicable) of such Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above or the date of the certificate furnished pursuant to clause (ii) above, as applicable, and (D) 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 Borrower; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Banks or Cravath, Swaine & Xxxxx, special counsel for the Agents, may reasonably request. (e) The Administrative Agent and the Documentary Agent shall have received a certificate, dated the Funding Date and signed by a Financial Officer of each Borrower, confirming compliance with the conditions precedent set forth in paragraphs (i) and (iii) of Section 6.1. (f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the followingFunding Date, each including, to the extent invoiced, reimbursement or payment of which all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (g) The FTX Security Agreement shall have been duly executed by the parties thereto and delivered to the FTX Collateral Agent and shall be originals or facsimiles unless otherwise specifiedin full force and effect, each properly and the Unit Equivalents (as defined in the FRP Partnership Agreement) in FRP owned by FTX and required to be pledged under the FTX Security Agreement shall have been duly and validly pledged thereunder to the FTX Collateral Agent for the ratable benefit of the parties to the FTX Intercreditor Agreement. (h) The FRP Security Agreement shall have been duly executed by a Responsible Officer the parties thereto and shall have been delivered to the FRP Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the signing Loan Party each FRP Collateral Agent for the benefit of the Banks a valid, legal and perfected first-priority security interest in form and lien on the Collateral described in such agreement (subject only to the Liens described in Section 5.2(d)(viii) of the FRP Security Agreement and Articles 34, 35 and 36 of the FRP Security Agreement and Schedule A to the FRP Security Agreement) shall have been delivered to the FRP Collateral Agent. (i) The Restructuring shall have been completed on a generally tax-free basis (subject to exceptions approved by the Administrative Agent and the Documentary Agent), including arrangements in connection with the Restructuring with respect to existing indebtedness of FTX, FRP, FCX and FI, all on terms substantially the same as those described in Schedule XI or otherwise satisfactory to the Required Banks (including all tax, accounting, corporate and partnership matters), and the Administrative Agent and the Documentary Agent shall have received satisfactory opinions of counsel with respect to the Restructuring, its tax status and related matters as they shall reasonably request. (j) In connection with the Restructuring, all Debt of FTX shall have been repaid and cancelled (or, in the case of the Existing Credit Agreement, refunded by borrowings hereunder) and all Guarantees of Debt by FTX (other than the Guarantees referred to in Section 5.2(g)(xi)) shall have been released. (k) Closing and satisfaction of the conditions to initial borrowing under a new $200,000,000 Chemical/Chase Bank credit facility for FI and FCX and the amendment and restatement of the existing $550,000,000 Chemical/Chase Bank credit facility for FI shall have occurred substantially simultaneously with the Funding Date. (l) All outstanding loans under the Existing Credit Agreement shall have been repaid in full and the Existing Credit Agreement and the commitments of the banks party thereto shall have been terminated. (m) The Administrative Agent shall have received an environmental due diligence summary memorandum in form, scope and substance reasonably satisfactory to the Administrative Agent and Banks, from Cravath, Swaine & Xxxxx as to certain environmental hazards, liabilities or Remedial Action to which IMC-Agrico, the Collateral Agent:Borrowers or their Subsidiaries may be subject. (in) executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Third Amendment Effective Date; (iii) a counterpart of the Guarantee and Collateral Agreement, executed by the Borrower and each Wholly Owned Domestic Subsidiary of the Borrower as of the Third Amendment Effective Date, other than any Unrestricted Subsidiary; (iv) a Perfection Certificate containing information as The Borrowers shall have delivered to each Loan Party as of the Third Amendment Effective Date; (v) certificates, if any, representing the Equity Interests pledged by any Loan Party as of the Third Amendment Effective Date accompanied by undated stock powers executed in blank; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing statements in conformity with the identity, authority and capacity requirements of each Responsible Officer thereof authorized Federal Reserve Form U-1 referred to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party on the Third Amendment Effective Date;Regulation U. (viio) (i) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties, substantially The Stock Purchase Agreement shall be in full force and effect in the form of Exhibit G to this Agreement and (ii) an opinion of local counsel as in form and substance reasonably satisfactory to the Administrative Agent; (viii) a certificate from the chief financial officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) effect on the Third Amendment Effective Closing Date after giving effect to the Transactions to occur on the Third Amendment Effective Date, substantially in the form of Exhibit H to this Agreement; (ix) the Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request or as required amended as permitted by Section 2.03; and (x) the Administrative Agent shall have received a certificate executed and delivered by a Responsible Officer of the Borrower certifying that the representations specified in clause (b) of the definition of “Specified Representations” are true and correct as of the Third Amendment Effective Date. (b) The security interests granted by each Loan Party to the Collateral Agent pursuant to the Guarantee and Collateral Agreement shall have been perfected to the extent perfection is required by the Guarantee and Collateral Agreement. (c) Since the date of the Merger Agreement, no Company Material Adverse Effect shall have occurred. (d) The Lead Arrangers shall have received the Pro Forma Financial Statements and the financial statements described in Section 3.05. (e) The Specified Representations shall be true and correct on and as of the Third Amendment Effective Date. (f) The Refinancing shall have been consummated or shall be consummated simultaneously with the initial funding of the Loans on the Third Amendment Effective Date. (g) An irrevocable notice of redemption shall have been delivered for the Xxxxxx 2.25% Convertible Notes and sufficient funds deposited with the trustee under the related indenture to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 2.25% Convertible notes outstanding as of the Third Amendment Effective Date. (h) The tender for the Xxxxxx 6.875% Senior Notes shall have been launched and shall have expired and sufficient funds shall have been deposited with the trustee under the related indenture to pay for the tendered notes and to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 6.875% Senior Notes outstanding as of the Third Amendment Effective Date. (i) The Senior Notes shall have been issued or shall be issued simultaneously with the initial funding of Loans on the Effective Date. (j) The Merger Transactions shall have been consummated concurrently with the initial funding of the Loans on the Third Amendment Effective Date in compliance with applicable law and in accordance with the Merger Agreement, without waiver or amendment thereof or any consent thereunder unless consented to by the Lead Arrangers other than any waiver or amendment that does not materially adversely affect the ability of the Borrower to perform its obligations under this Agreement; provided that without the consent of the Lead Arrangers, the Borrower shall not increase the portion of the purchase price payable in cash. (k) Subject to Section 5.14, the Collateral Agent shall have received the following: (i) with respect to each Existing Mortgage in effect prior to the Third Amendment Effective Date encumbering Mortgaged Property, a Mortgage Amendment to the applicable Mortgage duly executed and acknowledged by the applicable Loan Party (it being understood, however, that if each lessor and lessee party to an “Intercompany Lease”, as defined in the Second Amended and Restated Credit Agreement, is not party to an Existing Mortgage and each applicable Existing Mortgage is not sufficient as reasonably determined by the Collateral Agent to provide the Secured Parties with substantially similar rights and benefits afforded thereto under the “Intercompany Lease Agreement”, as defined in the Second Amended and Restated Credit Agreement, the Collateral Agent shall have received such Mortgage Amendments or new Mortgages, and documents of the type described in clauses (ii) and (iii) of this Section 4.01(k), each in form and substance reasonably satisfactory to the Collateral Agent, duly executed and acknowledged by such lessors and lessees providing the Secured Parties with such rights and benefits), and in form for recording in the recording office where such Existing Real Property Collateral is located (including, without limitation, the “Mortgaged Premises”, as defined in each Intercompany Lease Agreement), together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (ii) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property subject to such Existing Mortgages on which a “Building” (as defined in 12 CFR Chapter III, Section 339.2) is located, which such Mortgaged Properties are set forth on Schedule 8(c) to the Perfection Certificate (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto); (iii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.02 of this Agreement (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable); (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured; (C) in the case of flood insurance, (1) identify the addresses of each property located in a special flood hazard area, (2) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (3) provide that the insurer will give the Collateral Agent forty-five (45) days’ written notice of cancellation or non-renewal and (4) otherwise be in form and substance satisfactory to the Collateral Agent; (iv) evidence reasonably acceptable to the Collateral Agent of payment by the Borrower of all mortgage recording taxes and related charges required for the recording of such Mortgage Amendments to the Existing Mortgages to be effective as of the Third Amendment Effective Date; and (v) with respect to each property subject to such Existing Mortgages and Mortgage Amendments as of the Third Amendment Effective Date, as listed on Schedule 3.07(a), an opinion of local counsel in form and substance reasonably satisfactory to the Collateral Agent. (l) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (m) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Real Estate Encumbrances or any other Liens acceptable to the Collateral Agent5.2(t).

Conditions to Initial Credit Event. The obligation agreement of each Lender to make its the initial Credit Event extension of credit requested to be made by it hereunder is subject to the satisfaction (or waiver in accordance with Section 9.02) prior to, concurrently with or immediately after the making of such extension of credit on the Effective Date, of each of the following conditions precedentconditions: (a) The Administrative Agent (or its counsel) shall have received from the Borrower the following: (i) this Agreement, duly executed and delivered by the Borrower, the Administrative Agent and the Lenders, together with, for the account of each of which shall be originals Lender requesting the same, one or facsimiles unless otherwise specified, each properly executed by a Responsible Officer more Promissory Notes of the signing Loan Party each in form and substance reasonably satisfactory Borrower conforming to the requirements set forth herein; (ii) written opinions (addressed to the Administrative Agent and the Collateral Agent: (i) executed counterparts of this Agreement; (ii) a Note executed by Lenders and dated the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Third Amendment Effective Date; ) of (iiix) a counterpart of the Guarantee and Collateral Agreement, executed by the Borrower and each Wholly Owned Domestic Subsidiary of the Borrower as of the Third Amendment Effective Date, other than any Unrestricted Subsidiary; (iv) a Perfection Certificate containing information as to each Loan Party as of the Third Amendment Effective Date; (v) certificates, if any, representing the Equity Interests pledged by any Loan Party as of the Third Amendment Effective Date accompanied by undated stock powers executed in blank; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party on the Third Amendment Effective Date; (vii) (i) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to for the Loan PartiesBorrower, substantially in the form of Exhibit G to this Agreement H-1 and (iiy) an opinion the Borrower’s internal counsel, substantially in the form of local counsel in form and substance reasonably satisfactory to the Administrative AgentExhibit H-2; (viiiiii) a certificate, dated the Effective Date and signed by the President, a Vice President or an Executive Officer of the Borrower, that the Borrower is in compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02; (iv) a certificate from the chief financial officer of the Borrower attesting to the Solvency effect that, as of the Borrower Effective Date, before and its Subsidiaries (taken as a whole) on the Third Amendment Effective Date immediately after giving effect to the Transactions consummation of the Loans to occur be made on the Third Amendment Effective Date, substantially in to the form repayment of Exhibit H the Indebtedness outstanding under the Existing Credit Agreement and to this Agreementthe payment of all estimated legal, accounting and other fees related thereto, the Borrower and each Significant Subsidiary (other than the Securitization SPV) is and will be Solvent; (ixv) a copy of the articles or certificate of incorporation (or equivalent organizational document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of organization of such Loan Party, together with certificates of such official attesting to the good standing of such Loan Party; (vi) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the Administrative Agent shall names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent organizational document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s board of directors approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, and (D) that there have received, been no changes in the case certificate of a Borrowing, a Borrowing Request incorporation (or equivalent organizational document) of such Loan Party from the certificate of incorporation (or equivalent organizational document) delivered pursuant to paragraph (v) above; (vii) such information as may be reasonably required by the Lenders pursuant to the requirements of the USA Patriot Act, as described in Section 2.039.15; and (xviii) such other documents as the Administrative Agent shall have received a certificate executed and delivered by a Responsible Officer of the Borrower certifying that the representations specified in clause (b) of the definition of “Specified Representations” are true and correct as of the Third Amendment Effective Date. (b) The security interests granted by each Loan Party may reasonably request relating to the Collateral Agent pursuant to the Guarantee and Collateral Agreement shall have been perfected to the extent perfection is required by the Guarantee and Collateral Agreement. (c) Since the date of the Merger AgreementBorrower, no Company Material Adverse Effect shall have occurred. (d) The Lead Arrangers shall have received the Pro Forma Financial Statements and the financial statements described in Section 3.05. (e) The Specified Representations shall be true and correct on and as of the Third Amendment Effective Date. (f) The Refinancing shall have been consummated or shall be consummated simultaneously with the initial funding of the Loans on the Third Amendment Effective Date. (g) An irrevocable notice of redemption shall have been delivered for the Xxxxxx 2.25% Convertible Notes and sufficient funds deposited with the trustee under the related indenture to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 2.25% Convertible notes outstanding as of the Third Amendment Effective Date. (h) The tender for the Xxxxxx 6.875% Senior Notes shall have been launched and shall have expired and sufficient funds shall have been deposited with the trustee under the related indenture to pay for the tendered notes and to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 6.875% Senior Notes outstanding as of the Third Amendment Effective Date. (i) The Senior Notes shall have been issued or shall be issued simultaneously with the initial funding of Loans on the Effective Date. (j) The Merger Transactions shall have been consummated concurrently with the initial funding of the Loans on the Third Amendment Effective Date in compliance with applicable law and in accordance with the Merger Agreement, without waiver or amendment thereof or any consent thereunder unless consented to by the Lead Arrangers other than any waiver or amendment that does not materially adversely affect the ability of the Borrower to perform its obligations under this Agreement; provided that without the consent of the Lead ArrangersSubsidiaries, the Borrower shall not increase Loan Documents or the portion of the purchase price payable in cash. (k) Subject to Section 5.14Transactions, the Collateral Agent shall have received the following: (i) with respect to each Existing Mortgage in effect prior to the Third Amendment Effective Date encumbering Mortgaged Property, a Mortgage Amendment to the applicable Mortgage duly executed and acknowledged by the applicable Loan Party (it being understood, however, that if each lessor and lessee party to an “Intercompany Lease”, as defined in the Second Amended and Restated Credit Agreement, is not party to an Existing Mortgage and each applicable Existing Mortgage is not sufficient as reasonably determined by the Collateral Agent to provide the Secured Parties with substantially similar rights and benefits afforded thereto under the “Intercompany Lease Agreement”, as defined in the Second Amended and Restated Credit Agreement, the Collateral Agent shall have received such Mortgage Amendments or new Mortgages, and documents of the type described in clauses (ii) and (iii) of this Section 4.01(k), each all in form and substance reasonably satisfactory to the Collateral Agent, duly executed and acknowledged by such lessors and lessees providing the Secured Parties with such rights and benefits), and in form for recording in the recording office where such Existing Real Property Collateral is located (including, without limitation, the “Mortgaged Premises”, as defined in each Intercompany Lease Agreement), together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (ii) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property subject to such Existing Mortgages on which a “Building” (as defined in 12 CFR Chapter III, Section 339.2) is located, which such Mortgaged Properties are set forth on Schedule 8(c) to the Perfection Certificate (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto); (iii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.02 of this Agreement (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable); (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured; (C) in the case of flood insurance, (1) identify the addresses of each property located in a special flood hazard area, (2) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (3) provide that the insurer will give the Collateral Agent forty-five (45) days’ written notice of cancellation or non-renewal and (4) otherwise be in form and substance satisfactory to the Collateral Agent; (iv) evidence reasonably acceptable to the Collateral Agent of payment by the Borrower of all mortgage recording taxes and related charges required for the recording of such Mortgage Amendments to the Existing Mortgages to be effective as of the Third Amendment Effective Date; and (v) with respect to each property subject to such Existing Mortgages and Mortgage Amendments as of the Third Amendment Effective Date, as listed on Schedule 3.07(a), an opinion of local counsel in form and substance reasonably satisfactory to the Collateral Administrative Agent. (lb) UCC financing statements in appropriate form for filing under the UCCThe Administrative Agent shall have received evidence reasonably satisfactory to it that, filings simultaneously with the United States Patent making of the initial Borrowings hereunder, the Existing Credit Agreement shall be terminated, all amounts thereunder shall be simultaneously paid in full. (c) The Administrative Agent and Trademark Office the Arrangers, as the case may be, shall have received all costs, fees, expenses (including reasonable and United States Copyright Office documented out-of-pocket fees and such expenses of one counsel) and other documents under applicable law in each jurisdiction as may compensation then payable to the Administrative Agent, the Arrangers and the Lenders, including pursuant to the Fee Letters. All amounts will be necessary or appropriate or, paid with proceeds of Loans made on the Effective Date and will be reflected in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, funding instructions given by the Security Documents; (m) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Real Estate Encumbrances or any other Liens acceptable Borrower to the Collateral Agent)Administrative Agent on or before the Effective Date. Invoices shall have been presented for all expenses.

Conditions to Initial Credit Event. The obligation agreement of each Lender to make its the initial Credit Event extension of credit requested to be made by it hereunder is subject to the satisfaction (or waiver in accordance with Section 9.02) prior to, concurrently with or immediately after the making of such extension of credit on the Commitment Effective Date, of each of the following conditions precedentconditions: (a) The Administrative Agent (or its counsel) shall have received from the Borrower the following: (i) this Agreement, duly executed and delivered by the Borrower, the Administrative Agent and the Lenders, together with, for the account of each of which shall be originals Lender requesting the same, one or facsimiles unless otherwise specified, each properly executed by a Responsible Officer more Revolving Credit Notes of the signing Loan Party each in form and substance reasonably satisfactory Borrower conforming to the requirements set forth herein; (ii) written opinions (addressed to the Administrative Agent and the Collateral Agent: Lenders and dated the Closing Date) of (ix) executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Third Amendment Effective Date; (iii) a counterpart of the Guarantee and Collateral Agreement, executed by the Borrower and each Wholly Owned Domestic Subsidiary of the Borrower as of the Third Amendment Effective Date, other than any Unrestricted Subsidiary; (iv) a Perfection Certificate containing information as to each Loan Party as of the Third Amendment Effective Date; (v) certificates, if any, representing the Equity Interests pledged by any Loan Party as of the Third Amendment Effective Date accompanied by undated stock powers executed in blank; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party on the Third Amendment Effective Date; (vii) (i) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to for the Loan PartiesBorrower, substantially in the form of Exhibit G to this Agreement G-1 and (iiy) an opinion the Borrower’s internal counsel, substantially in the form of local counsel in form and substance reasonably satisfactory to the Administrative AgentExhibit G-2; (viiiiii) a certificate, dated the Closing Date and signed by the President, a Vice President or an Executive Officer of the Borrower, that the Borrower is in compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02; (iv) a certificate from the chief financial officer of the Borrower attesting to the Solvency effect that, as of the Borrower and its Subsidiaries (taken as a whole) on the Third Amendment Effective Date Closing Date, after giving effect to the Transactions to occur on payment of all estimated legal, accounting and other fees related thereto, the Third Amendment Effective Date, substantially in Borrower and each Significant Subsidiary (other than the form of Exhibit H to this AgreementSecuritization SPV) is and will be Solvent; (ixv) a copy of the articles or certificate of incorporation (or equivalent organizational document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of organization of such Loan Party, together with certificates of such official attesting to the good standing of such Loan Party; (vi) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the Administrative Agent shall names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent organizational document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s board of directors approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, and (D) that there have received, been no changes in the case certificate of a Borrowing, a Borrowing Request incorporation (or equivalent organizational document) of such Loan Party from the certificate of incorporation (or equivalent organizational document) delivered pursuant to paragraph (v) above; (vii) such information as may be reasonably required by the Lenders pursuant to the requirements of the USA Patriot Act, as described in Section 2.039.15; and (xviii) such other documents as the Administrative Agent shall have received a certificate executed and delivered by a Responsible Officer of the Borrower certifying that the representations specified in clause (b) of the definition of “Specified Representations” are true and correct as of the Third Amendment Effective Date. (b) The security interests granted by each Loan Party may reasonably request relating to the Collateral Agent pursuant to the Guarantee and Collateral Agreement shall have been perfected to the extent perfection is required by the Guarantee and Collateral Agreement. (c) Since the date of the Merger AgreementBorrower, no Company Material Adverse Effect shall have occurred. (d) The Lead Arrangers shall have received the Pro Forma Financial Statements and the financial statements described in Section 3.05. (e) The Specified Representations shall be true and correct on and as of the Third Amendment Effective Date. (f) The Refinancing shall have been consummated or shall be consummated simultaneously with the initial funding of the Loans on the Third Amendment Effective Date. (g) An irrevocable notice of redemption shall have been delivered for the Xxxxxx 2.25% Convertible Notes and sufficient funds deposited with the trustee under the related indenture to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 2.25% Convertible notes outstanding as of the Third Amendment Effective Date. (h) The tender for the Xxxxxx 6.875% Senior Notes shall have been launched and shall have expired and sufficient funds shall have been deposited with the trustee under the related indenture to pay for the tendered notes and to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 6.875% Senior Notes outstanding as of the Third Amendment Effective Date. (i) The Senior Notes shall have been issued or shall be issued simultaneously with the initial funding of Loans on the Effective Date. (j) The Merger Transactions shall have been consummated concurrently with the initial funding of the Loans on the Third Amendment Effective Date in compliance with applicable law and in accordance with the Merger Agreement, without waiver or amendment thereof or any consent thereunder unless consented to by the Lead Arrangers other than any waiver or amendment that does not materially adversely affect the ability of the Borrower to perform its obligations under this Agreement; provided that without the consent of the Lead ArrangersSubsidiaries, the Borrower shall not increase Loan Documents or the portion of the purchase price payable in cash. (k) Subject to Section 5.14Transactions, the Collateral Agent shall have received the following: (i) with respect to each Existing Mortgage in effect prior to the Third Amendment Effective Date encumbering Mortgaged Property, a Mortgage Amendment to the applicable Mortgage duly executed and acknowledged by the applicable Loan Party (it being understood, however, that if each lessor and lessee party to an “Intercompany Lease”, as defined in the Second Amended and Restated Credit Agreement, is not party to an Existing Mortgage and each applicable Existing Mortgage is not sufficient as reasonably determined by the Collateral Agent to provide the Secured Parties with substantially similar rights and benefits afforded thereto under the “Intercompany Lease Agreement”, as defined in the Second Amended and Restated Credit Agreement, the Collateral Agent shall have received such Mortgage Amendments or new Mortgages, and documents of the type described in clauses (ii) and (iii) of this Section 4.01(k), each all in form and substance reasonably satisfactory to the Collateral Agent, duly executed and acknowledged by such lessors and lessees providing the Secured Parties with such rights and benefits), and in form for recording in the recording office where such Existing Real Property Collateral is located (including, without limitation, the “Mortgaged Premises”, as defined in each Intercompany Lease Agreement), together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (ii) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property subject to such Existing Mortgages on which a “Building” (as defined in 12 CFR Chapter III, Section 339.2) is located, which such Mortgaged Properties are set forth on Schedule 8(c) to the Perfection Certificate (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto); (iii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.02 of this Agreement (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable); (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured; (C) in the case of flood insurance, (1) identify the addresses of each property located in a special flood hazard area, (2) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (3) provide that the insurer will give the Collateral Agent forty-five (45) days’ written notice of cancellation or non-renewal and (4) otherwise be in form and substance satisfactory to the Collateral Agent; (iv) evidence reasonably acceptable to the Collateral Agent of payment by the Borrower of all mortgage recording taxes and related charges required for the recording of such Mortgage Amendments to the Existing Mortgages to be effective as of the Third Amendment Effective Date; and (v) with respect to each property subject to such Existing Mortgages and Mortgage Amendments as of the Third Amendment Effective Date, as listed on Schedule 3.07(a), an opinion of local counsel in form and substance reasonably satisfactory to the Collateral Administrative Agent. (lb) UCC financing statements in appropriate form for filing under The Administrative Agent and the UCCArrangers, filings with as the United States Patent case may be, shall have received all costs, fees, expenses (including reasonable and Trademark Office documented out-of-pocket fees and United States Copyright Office expenses of one counsel) and such other documents under applicable law in each jurisdiction as compensation then due and payable to the Administrative Agent, the Arrangers and the Lenders, including pursuant to the Syndication Letter. All amounts may be necessary or appropriate or, paid with proceeds of any Loans made on the Commitment Effective Date and if so paid will be reflected in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, funding instructions given by the Security Documents; (m) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Real Estate Encumbrances or any other Liens acceptable Borrower to the Collateral Agent)Administrative Agent on or before the Commitment Effective Date. Invoices shall have been presented for all expenses.

Conditions to Initial Credit Event. The obligation agreement of each Lender to make its the initial Credit Event extension of credit requested to be made by it hereunder is subject to the satisfaction (or waiver in accordance with Section 9.02) prior to, concurrently with or immediately after the making of such extension of credit on the Effective Date, of each of the following conditions precedentconditions: (a) The Administrative Agent (or its counsel) shall have received from the Borrower the following: (i) this Agreement, duly executed and delivered by the Borrower, the Administrative Agent and the Lenders, together with, for the account of each of which shall be originals Lender requesting the same, one or facsimiles unless otherwise specified, each properly executed by a Responsible Officer more Promissory Notes of the signing Loan Party Borrower conforming to the requirements set forth herein; (ii) the Guaranty, duly executed and delivered by each in form and substance reasonably satisfactory Guarantor; (iii) written opinions (addressed to the Administrative Agent and the Collateral Agent: (i) executed counterparts of this Agreement; (ii) a Note executed by Lenders and dated the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Third Amendment Effective Date; ) of (iiix) a counterpart of the Guarantee and Collateral Agreement, executed by the Borrower and each Wholly Owned Domestic Subsidiary of the Borrower as of the Third Amendment Effective Date, other than any Unrestricted Subsidiary; (iv) a Perfection Certificate containing information as to each Loan Party as of the Third Amendment Effective Date; (v) certificates, if any, representing the Equity Interests pledged by any Loan Party as of the Third Amendment Effective Date accompanied by undated stock powers executed in blank; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party on the Third Amendment Effective Date; (vii) (i) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to for the Loan PartiesBorrower, substantially in the form of Exhibit G to this Agreement H-1 and (iiy) an opinion the Borrower’s internal counsel, substantially in the form of local counsel in form and substance reasonably satisfactory to the Administrative AgentExhibit H-2; (viiiiv) a certificate, dated the Effective Date and signed by the President, a Vice President or an Executive Officer of the Borrower, that the Borrower is in compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02; (v) a certificate from the chief financial officer of the Borrower attesting to the Solvency effect that, as of the Borrower Effective Date, before and its Subsidiaries (taken as a whole) on the Third Amendment Effective Date immediately after giving effect to the Transactions consummation of the Acquisition, the Loans to occur be made on the Third Amendment Effective Date, substantially to the repayment of the Indebtedness outstanding under the Existing Credit Agreements and to the payment of all estimated legal, accounting and other fees related thereto, the Borrower and each Significant Subsidiary (other than the Securitization SPV) is and will be Solvent; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of organization of such Loan Party, together with certificates of such official attesting to the good standing of such Loan Party; (vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent organizational document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s board of directors approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, and (D) that there have been no changes in the form certificate of Exhibit H incorporation (or equivalent organizational document) of such Loan Party from the certificate of incorporation (or equivalent organizational document) delivered pursuant to this Agreementparagraph (vi) above; (viii) a true and correct copy, certified as to authenticity by the Borrower, of the Merger Documents; and (ix) such other documents as the Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03; and (x) the Administrative Agent shall have received a certificate executed and delivered by a Responsible Officer of the Borrower certifying that the representations specified in clause (b) of the definition of “Specified Representations” are true and correct as of the Third Amendment Effective Date. (b) The security interests granted by each Loan Party may reasonably request relating to the Collateral Agent pursuant to the Guarantee and Collateral Agreement shall have been perfected to the extent perfection is required by the Guarantee and Collateral Agreement. (c) Since the date of the Merger AgreementBorrower, no Company Material Adverse Effect shall have occurred. (d) The Lead Arrangers shall have received the Pro Forma Financial Statements and the financial statements described in Section 3.05. (e) The Specified Representations shall be true and correct on and as of the Third Amendment Effective Date. (f) The Refinancing shall have been consummated or shall be consummated simultaneously with the initial funding of the Loans on the Third Amendment Effective Date. (g) An irrevocable notice of redemption shall have been delivered for the Xxxxxx 2.25% Convertible Notes and sufficient funds deposited with the trustee under the related indenture to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 2.25% Convertible notes outstanding as of the Third Amendment Effective Date. (h) The tender for the Xxxxxx 6.875% Senior Notes shall have been launched and shall have expired and sufficient funds shall have been deposited with the trustee under the related indenture to pay for the tendered notes and to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 6.875% Senior Notes outstanding as of the Third Amendment Effective Date. (i) The Senior Notes shall have been issued or shall be issued simultaneously with the initial funding of Loans on the Effective Date. (j) The Merger Transactions shall have been consummated concurrently with the initial funding of the Loans on the Third Amendment Effective Date in compliance with applicable law and in accordance with the Merger Agreement, without waiver or amendment thereof or any consent thereunder unless consented to by the Lead Arrangers other than any waiver or amendment that does not materially adversely affect the ability of the Borrower to perform its obligations under this Agreement; provided that without the consent of the Lead ArrangersSubsidiaries, the Borrower shall not increase the portion of the purchase price payable in cash. (k) Subject to Section 5.14Loan Documents, the Collateral Agent shall have received Transactions or the following: (i) with respect to each Existing Mortgage in effect prior to the Third Amendment Effective Date encumbering Mortgaged PropertyAcquisition, a Mortgage Amendment to the applicable Mortgage duly executed and acknowledged by the applicable Loan Party (it being understood, however, that if each lessor and lessee party to an “Intercompany Lease”, as defined in the Second Amended and Restated Credit Agreement, is not party to an Existing Mortgage and each applicable Existing Mortgage is not sufficient as reasonably determined by the Collateral Agent to provide the Secured Parties with substantially similar rights and benefits afforded thereto under the “Intercompany Lease Agreement”, as defined in the Second Amended and Restated Credit Agreement, the Collateral Agent shall have received such Mortgage Amendments or new Mortgages, and documents of the type described in clauses (ii) and (iii) of this Section 4.01(k), each all in form and substance reasonably satisfactory to the Collateral Administrative Agent. (b) The Acquisition shall have been consummated, duly executed and acknowledged by such lessors and lessees providing or shall be consummated simultaneously with or as promptly as practicable following the Secured Parties with such rights and benefits)initial Borrowings under this Agreement, and in form for recording on the Effective Date, on the terms set forth in the recording office where such Existing Real Property Collateral is located (includingMerger Agreement, no provision of the Merger Agreement shall have been waived, amended, supplemented or otherwise modified in a manner that would reasonably be expected to be adverse to the Lenders without limitation, the “Mortgaged Premises”, as defined in each Intercompany Lease Agreement), together with such certificates, affidavits, questionnaires or returns as consent of the Administrative Agent and the Administrative Agent shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance have received evidence reasonably satisfactory to it that the Collateral Agent; (ii) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination certificate of merger with respect to each property subject to such Existing Mortgages on which a “Building” (as defined in 12 CFR Chapter III, Section 339.2) is located, which such Mortgaged Properties are set forth on Schedule 8(c) to the Perfection Certificate (together Acquisition shall have been filed with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto); (iii) a copy of, or a certificate as to coverage underoffice of the Secretary of State for the State of Delaware, and the Administrative Agent shall have received a declaration page relating tocertificate, the insurance policies required by Section 5.02 of this Agreement (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable); (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured; (C) in the case of flood insurance, (1) identify the addresses of each property located in a special flood hazard area, (2) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (3) provide that the insurer will give the Collateral Agent forty-five (45) days’ written notice of cancellation or non-renewal and (4) otherwise be in form and substance satisfactory to the Collateral Administrative Agent;, from an Executive Officer of the Borrower to such effect. (ivc) The Administrative Agent shall have received evidence reasonably acceptable satisfactory to it that, simultaneously with the making of the initial Borrowings hereunder, the Existing Credit Agreements shall be terminated, all amounts thereunder shall be simultaneously paid in full and arrangements satisfactory to the Collateral Administrative Agent shall have been made for the termination of payment the Liens and security interests granted in connection therewith on the Effective Date or as promptly as practicable after the Effective Date. (d) The Administrative Agent and the Joint Lead Arrangers, as the case may be, shall have received all costs, fees, expenses (including reasonable out-of-pocket fees and expenses of counsel) and other compensation then payable to the Administrative Agent, the Joint Lead Arrangers and the Lenders, including pursuant to the Fee Letters. All amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Borrower of all mortgage recording taxes and related charges required for the recording of such Mortgage Amendments to the Existing Mortgages to be effective as of Administrative Agent on or before the Third Amendment Effective Date; and (v) with respect to each property subject to such Existing Mortgages and Mortgage Amendments as of the Third Amendment Effective Date, as listed on Schedule 3.07(a), an opinion of local counsel in form and substance reasonably satisfactory to the Collateral Agent. Invoices shall have been presented for all expenses. (l) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (m) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Real Estate Encumbrances or any other Liens acceptable to the Collateral Agent).

Conditions to Initial Credit Event. The obligation of each Lender to make its initial Credit Event hereunder is subject Subject to satisfaction of the conditions to each Credit Event required by Section 6.01, the Borrower may not borrow Loans hereunder until the first date upon which the following conditions precedenthave been satisfied: (a) The Administrative Agent (or its counsel) shall have received the following, from each party hereto either (i) a counterpart of which shall be originals this Agreement signed on behalf of such party or facsimiles unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature of this Agreement) that such party has signed a counterpart to this Agreement. (b) The Administrative Agent and the Collateral Agent: Documentary Agent shall have received, on behalf of themselves and the Lenders, a favorable written opinion of (i) executed counterparts the General Counsel of this Agreement; the Borrower, substantially to the effect set forth in Exhibit D and (ii) Jones, Walker, Waechter, Poitevent, Carrere & Xxxxxxx, L.L.P., counsel for the Borrower, substantially to the effect set forth in Exhibit E, in each case (A) dated the Effective Date, (B) addressed to the Agents and the Lenders, and (C) covering such other matters relating to the Spin-Off, the Loan Documents and the transactions contemplated thereby as the Administrative Agent and the Documentary Agent shall reasonably request, and the Borrower hereby instructs such counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder, the other Loan Documents or the Spin-Off shall be satisfactory to the Lenders and to Cravath, Swaine & Xxxxx, special counsel for the Agents. (d) The Administrative Agent and the Documentary Agent shall have received (i) a Note executed copy of the certificate of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Borrower in favor Secretary of each Lender that has requested a Note at least two Business Days in advance State of the Third Amendment Effective Date; (iii) state of its organization, and a counterpart of certificate as to the Guarantee and Collateral Agreement, executed by the Borrower and each Wholly Owned Domestic Subsidiary good standing of the Borrower as of the Third Amendment Effective Datea recent date, other than any Unrestricted Subsidiary; from such Secretary of State; (ivii) a Perfection Certificate containing information as to each Loan Party as certificate of the Third Amendment Effective Date; (v) certificates, if any, representing the Equity Interests pledged by any Loan Party as Secretary or Assistant Secretary of the Third Amendment Borrower dated the Effective Date accompanied by undated stock powers executed and certifying (A) that attached thereto is a true and complete copy of the By-laws of the Borrower as in blank; effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (viB) such certificates below, (B) that attached thereto is a true and complete copy of resolutions or other actionduly adopted by the Board of Directors of the Borrower authorizing the execution, incumbency certificates and/or other certificates delivery and performance of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party 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, (C) that the certificate of incorporation and By-laws of the Borrower have not been amended since the date of the last amendment thereto shown on the Third Amendment Effective Date; (vii) certificate of good standing furnished pursuant to clause (i) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPabove or the date of the certificate furnished pursuant to clause (ii) above, New York counsel as applicable, and (D) as to the incumbency and specimen signature of each officer executing any Loan PartiesDocument or any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & Xxxxx, special counsel for the Agents, may reasonably request. (e) The Administrative Agent and the Documentary Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (i) and (iii) of Section 6.01. (f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (i) All actions related to the Spin-Off shall have been completed on a generally tax-free basis with respect to the Borrower (subject to exceptions approved by the Administrative Agent), including arrangements in connection with the Spin-Off with respect to existing indebtedness of FTX and FRP, all on terms substantially the same as those described in the form Form S-1 filed with the SEC in connection with the Spin-Off or otherwise satisfactory to the Lenders (including all tax, accounting, corporate and partnership matters) and all in accordance with applicable law and documentation reasonably satisfactory to the Lenders; and (ii) the Lenders shall be satisfied with the capitalization and structure of Exhibit G the Borrower after the consummation of the Spin-Off. (h) After giving effect to the Spin-Off and the other transactions contemplated hereby, the Borrower and its Restricted Subsidiaries shall have outstanding no Debt or preferred stock other than (i) the Loans and other extensions of credit under this Agreement and (ii) an opinion of local counsel in form and substance reasonably satisfactory to the Administrative Agent; (viii) a certificate from Debt permitted under Section 5.02(g); provided, however, that such Debt that shall remain outstanding after the chief financial officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Third Amendment Effective Date after giving effect to the Transactions to occur on the Third Amendment Effective Date, substantially in the form of Exhibit H to this Agreement; (ix) the Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03; and (x) the Administrative Agent shall have received a certificate executed and delivered by a Responsible Officer of the Borrower certifying that the representations specified in clause (b) of the definition of “Specified Representations” are true and correct as of the Third Amendment Effective Date. (b) The security interests granted by each Loan Party to the Collateral Agent pursuant to the Guarantee and Collateral Agreement terms of Section 5.02(g) shall have been perfected be satisfactory in all respects to the extent perfection is required by Lenders (including, but not limited to, terms and conditions relating to the Guarantee interest rates, fees, amortization, maturity, subordination, covenants, events of default and Collateral Agreement. (c) Since the date of the Merger Agreement, no Company Material Adverse Effect shall have occurred. (d) The Lead Arrangers shall have received the Pro Forma Financial Statements and the financial statements described in Section 3.05. (e) The Specified Representations shall be true and correct on and as of the Third Amendment Effective Date. (f) The Refinancing shall have been consummated or shall be consummated simultaneously with the initial funding of the Loans on the Third Amendment Effective Date. (g) An irrevocable notice of redemption shall have been delivered for the Xxxxxx 2.25% Convertible Notes and sufficient funds deposited with the trustee under the related indenture to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 2.25% Convertible notes outstanding as of the Third Amendment Effective Date. (h) The tender for the Xxxxxx 6.875% Senior Notes shall have been launched and shall have expired and sufficient funds shall have been deposited with the trustee under the related indenture to pay for the tendered notes and to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 6.875% Senior Notes outstanding as of the Third Amendment Effective Dateremedies). (i) The Senior Notes Borrower shall have been issued or shall be issued simultaneously with delivered to each Lender a reserve report, in a form satisfactory to the initial funding of Loans Administrative Agent, the Co-Agent and the Lenders, on the Effective Datesulphur properties of the Borrower and its Restricted Subsidiaries. (j) The Merger Transactions Lenders shall have been consummated concurrently with the initial funding received (i) an unaudited pro forma consolidated statement of the Loans on the Third Amendment Effective Date in compliance with applicable law and in accordance with the Merger Agreement, without waiver or amendment thereof or any consent thereunder unless consented to by the Lead Arrangers other than any waiver or amendment that does not materially adversely affect the ability operations of the Borrower to perform its obligations under this Agreement; provided that without for the consent of the Lead Arrangers1996 fiscal year, the Borrower shall not increase the portion of the purchase price payable in cash. (k) Subject to Section 5.14, the Collateral Agent shall have received the following: (i) with respect to each Existing Mortgage in effect prior to the Third Amendment Effective Date encumbering Mortgaged Property, a Mortgage Amendment to the applicable Mortgage duly executed and acknowledged by the applicable Loan Party (it being understood, however, that if each lessor and lessee party to an “Intercompany Lease”, as defined in the Second Amended and Restated Credit Agreement, is not party to an Existing Mortgage and each applicable Existing Mortgage is not sufficient as reasonably determined by the Collateral Agent to provide the Secured Parties with substantially similar rights and benefits afforded thereto under the “Intercompany Lease Agreement”, as defined in the Second Amended and Restated Credit Agreement, the Collateral Agent shall have received such Mortgage Amendments or new Mortgages, and documents of the type described in clauses (ii) an unaudited pro forma consolidated balance sheet and related statement of operations of the Borrower for the six-month period ended June 30, 1997 and (iii) of this Section 4.01(k)other financial information, each in form and substance reasonably satisfactory to the Collateral Agentincluding projections, duly executed and acknowledged by such lessors and lessees providing the Secured Parties with such rights and benefits), and in form for recording in the recording office where such Existing Real Property Collateral is located (including, without limitation, the “Mortgaged Premises”, as defined in each Intercompany Lease Agreement), together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (ii) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property subject to such Existing Mortgages on which a “Building” (as defined in 12 CFR Chapter III, Section 339.2) is located, which such Mortgaged Properties are set forth on Schedule 8(c) to the Perfection Certificate (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto); (iii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.02 of this Agreement (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable); (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured; (C) in the case of flood insurance, (1) identify the addresses of each property located in a special flood hazard area, (2) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (3) provide that the insurer will give the Collateral Agent forty-five (45) days’ written notice of cancellation or non-renewal and (4) otherwise be all in form and substance satisfactory to the Collateral Administrative Agent; (iv) evidence reasonably acceptable . Such financial statements and other financial information provided to the Collateral Agent of payment Lenders by the Borrower of all mortgage recording taxes and related charges required for the recording of shall not be materially inconsistent with such Mortgage Amendments financial statements or other financial information previously provided to the Existing Mortgages to Lenders. (k) There shall be effective as no litigation or administrative proceedings or other legal or regulatory developments, actual or threatened, that, in the reasonable judgment of the Third Amendment Effective Date; and (v) Lenders, involve a reasonable possibility of a Material Adverse Effect or which would be materially inconsistent with respect to each property subject to such Existing Mortgages and Mortgage Amendments as of the Third Amendment Effective Date, as listed on Schedule 3.07(a), an opinion of local counsel assumptions underlying the projections contained in form and substance reasonably satisfactory to the Collateral AgentConfidential Information Memorandum. (l) UCC financing statements The Lenders shall be satisfied that the consummation of the transactions contemplated by this Agreement and the Spin-Off will not (i) violate any applicable law, statute, rule or regulation (including, but not limited to, ERISA, margin regulations and Environmental Laws) or (ii) conflict with, or result in appropriate form for filing a default or event of default under (x) any indenture relating to any existing indebtedness of the UCCBorrower or any of its Restricted Subsidiaries that is not being repaid, filings repurchased or redeemed in full on or prior to the Effective Date in connection with the United States Patent and Trademark Office and United States Copyright Office and such Spin-Off or (y) any other documents under applicable law in each jurisdiction as may be necessary or appropriate or, in the opinion material agreement of the Collateral Borrower or any of its Restricted Subsidiaries, and the Administrative Agent shall have received one or more legal opinions to such effect satisfactory to the Administrative Agent, desirable from counsel to perfect the Liens created, or purported Borrower satisfactory to be created, by the Security Documents;Administrative Agent. (m) certified copies The Lenders shall be reasonably satisfied as to the amount and nature of UCCany environmental and employee health and safety exposures to which the Borrower and its Restricted Subsidiaries may be subject, United States Patent and Trademark Office the plans of the Borrower with respect thereto. (n) The Borrower and United States Copyright Officeeach Restricted Subsidiary shall have in place insurance with reputable insurance companies or associations (or, to the extent consistent with prudent business practice, through its own program of self- insurance) in such amounts and covering such risks as is usually carried by companies in similar businesses and owning similar properties in the same general areas in which the Borrower or such Restricted Subsidiary operates. (o) There shall have been no material adverse change in the business, assets, operations, properties, financial condition, contingent liabilities, prospects or material agreements of the Borrower and its Restricted Subsidiaries, taken as a whole, since August 26, 1997. (p) The Lenders shall be reasonably satisfied in all respects with the tax position and the contingent tax and judgment lien searches, bankruptcy other liabilities of the Borrower and pending lawsuit searches its Restricted Subsidiaries and the plans of the Borrower with respect thereto. (q) All requisite material Governmental Authorities and Third Parties shall have approved of or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Real Estate Encumbrances or any other Liens acceptable consented to the Collateral Spin-Off and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Spin-Off or the other transactions contemplated hereby. (r) The Lenders shall have received a copy, in a form satisfactory to the Administrative Agent, of the Agreement for Sulphur Supply dated as of July 1, 1993, between FRP, IMC Fertilizer, Inc. and IMC-Agrico Company, as such agreement shall be amended in connection with the Spin- Off (the "Sulphur Supply Agreement"). (s) The Borrower shall have delivered to each Lender a calculation of its Leverage Ratio and EBITDA Ratio as of the fiscal quarter ended September 30, 1997.

Conditions to Initial Credit Event. The obligation of each Lender to make its initial Credit Event hereunder is subject Subject to satisfaction of the conditions to each Credit Event required by Section 6.01, the Borrowers may not borrow Loans hereunder until the first date upon which the following conditions precedenthave been satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party hereto and to the followingFTX Guarantee Agreement and the FMPO Guarantee Agreement either (i) a counterpart of this Agreement or such Guarantee Agreements, each as applicable, signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature of this Agreement or such Guarantee Agreements, as applicable) that such party has signed a counterpart to this Agreement or such Guarantee Agreements, as applicable. (b) The Administrative Agent shall be originals or facsimiles unless otherwise specifiedhave received, each properly executed by on behalf of itself and the Lenders, a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory favorable written opinion (addressed to the Administrative Agent and the Collateral Agent: Lenders and dated the Effective Date) of each of (i) executed counterparts the General Counsel of the Borrowers, substantially to the effect set forth in Exhibit D, (ii) Jones, Walker, Xxxxxxxxx, Xxxxxxx & Xxxxxxx, L.L.P., counsel for the Borrowers, FTX and FMPO, substantially to the effect set forth in Exhibit E, (iii) Texas counsel for Circle C, ssubstantially to the effect set forth in Exhibit F, and (iv) Neww York counsel, substantially to the effect set forth in Exhibit G, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Loan Documents and the transactions contemplated thereby as the Administrative Agent shall reasonably request, and the Borrowers hereby instruct such counsel to deliver such opinions. (c) All legal matters incident to this Agreement;, the Guarantee Agreements, the Borrowings and extensions of credit hereunder or the other Loan Documents shall be satisfactory to the Lenders, the Issuing Banks and to Cravath, Swaine & Xxxxx, special counsel for the Agents. (d) The Administrative Agent shall have received (i) a copy of the Certificate of Incorporation, including all amendments thereto, of each of Circle C and the Guarantors, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate from such Secretary of State as to the good standing of each of Circle C and the Guarantors as of a recent date and the filing of all franchise tax returns and the payment of all franchise taxes rrequired by law to be filed and paid by each of Circle C and the Guarantors to the date of such certificate; (ii) a Note executed certificate of the Secretary or Assistant Secretary of each of Circle C and the Guarantors dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the By-laws of Circle C or such Guarantor, as applicable, as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Borrower Board of Directors of Circle C or such Guarantor, as applicable, authorizing the execution, delivery and performance of the Loan Documents to which Circle C or such Guarantor, as applicable (and, in favor the case of FMPO, also in its capacity as a Restricted Entity), is a party and, in the case of Circle C, the Borrowings hereunder and the Letters of Credit issued hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Certificate of Incorporation and By-laws of Circle C or such Guarantor, as applicable, have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above or the date of the certificate furnished pursuant to clause (ii) above, as applicable, and (D) as to the incumbency and specimen signature of each Lender that has requested officer executing any Loan Document or any other document delivered in connection herewith on behalf of Circle C or such Guarantor, as applicable (and, in the case of FMPO, also in its capacity as a Note at least two Business Days in advance of the Third Amendment Effective Date; Restricted Entity); (iii) a counterpart certificate of another officer of each of Circle C and the Guarantors (and, in the case of FMPO, also in its capacity as a Restricted Entity) as to the incumbency and specimen signature of the Guarantee and Collateral Agreement, executed by applicable Secretary or Assistant Secretary executing the Borrower and each Wholly Owned Domestic Subsidiary of the Borrower as of the Third Amendment Effective Date, other than any Unrestricted Subsidiary; certificate pursuant to clause (ii) above; (iv) a Perfection Certificate containing information as to each Loan Party as certificate of the Third Amendment Secretary or an Assistant Secretary of FMPOC (or, if there shall be no such officer appointed, of FMPO as managing general partner of FMPOC), dated the Effective Date; Date and certifying (vA) certificatesthat attached thereto are true and complete copies of the Agreement of General Partnership and all other constitutive documents, if any, representing of FMPOC as in effect on the Equity Interests pledged date of such certificate and at all times since the resolution of FMPOC described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution or similar authorization adopted by any Loan Party FMPO, as managing general partner of FMPOC, authorizing the Third Amendment Effective Date accompanied by undated stock powers executed in blank; (vi) such certificates execution, delivery and performance of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents executed and delivered or to which be executed and delivered, as applicable, by FMPOC and the Borrowings hereunder by FMPOC and the Letters of Credit issued hereunder on behalf of FMPOC, and that such Loan Party resolution or authorization has not been modified, rescinded or amended and is a party on the Third Amendment Effective Date; in full force and effect and (viiC) (i) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel as to the Loan Parties, substantially incumbency and specimen signature of each officer executing on behalf of FMPOC the foregoing documents and any other document delivered or to be delivered in the form of Exhibit G to this Agreement and connection herewith or therewith; (ii) an opinion of local counsel in form and substance reasonably satisfactory to the Administrative Agent; (viiiv) a certificate from the chief financial of another officer of the Borrower attesting FMPOC (or, if there shall be no such officer appointed, of FMPO as managing general partner of FMPOC) as to the Solvency incumbency and signature of such Secretary or Assistant Secretary; and (vi) such other documents as the Borrower and its Subsidiaries (taken as a whole) on Lenders or Cravath, Swaine & Xxxxx, special counsel for the Third Amendment Effective Date after giving effect to the Transactions to occur on the Third Amendment Effective DateAgents, substantially in the form of Exhibit H to this Agreement;may reasonably request. (ixe) the Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03; and (x) the The Administrative Agent shall have received a certificate executed from each of the Borrowers and delivered the Guarantors dated the Effective Date and signed by a Responsible Financial Officer of each such Borrower or Guarantor, as applicable, confirming compliance with the Borrower certifying that the representations specified conditions precedent set forth in clause paragraphs (bi) and (iii) of the definition of “Specified Representations” are true and correct as of the Third Amendment Effective Date. (b) The security interests granted by each Loan Party to the Collateral Agent pursuant to the Guarantee and Collateral Agreement shall have been perfected to the extent perfection is required by the Guarantee and Collateral Agreement. (c) Since the date of the Merger Agreement, no Company Material Adverse Effect shall have occurred. (d) The Lead Arrangers shall have received the Pro Forma Financial Statements and the financial statements described in Section 3.05. (e) The Specified Representations shall be true and correct on and as of the Third Amendment Effective Date6.01. (f) The Refinancing Administrative Agent shall have been consummated received all fees and other amounts due and payable on or shall be consummated simultaneously with prior to the initial funding of the Loans on the Third Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers or the Guarantors hereunder or under any other Loan Document. (g) An irrevocable notice of redemption After giving effect to the transactions contemplated hereby, the Borrowers and the Restricted Entities shall have been delivered for outstanding no Debt or preferred stock other than (i) the Xxxxxx 2.25% Convertible Notes Loans and sufficient funds deposited with other extensions of credit under this Agreement and (ii) the trustee Debt permitted under Section 5.02(e); provided, however, that such Debt that shall remain outstanding after the related indenture Effective Date pursuant to redeemthe terms of Section 5.02(e) shall be satisfactory in all respects to the Lenders (including, defease or satisfy and/or dischargebut not limited to, as applicableterms and conditions relating to the interest rates, any Xxxxxx 2.25% Convertible notes outstanding as fees, amortization, maturity, subordination, covenants, events of the Third Amendment Effective Datedefault and remedies). (h) The tender for Lenders and the Xxxxxx 6.875% Senior Notes Issuing Banks shall be satisfied that the consummation of the transactions contemplated by this Agreement will not (i) violate any applicable law, statute, rule or regulation (including, but not limited to, ERISA, margin regulations and Environmental Laws) or (ii) conflict with, or result in a default or event of default under (x) any indenture relating to any existing indebtedness of any of the Borrowers, Restricted Entities or Guarantors that is not being repaid, repurchased or redeemed in full on or prior to the Effective Date in connection with the Merger or (y) any other material agreement of a Borrower, Restricted Entity or Guarantor, and the Administrative Agent shall have been launched received one or more legal opinions to such effect satisfactory to the Administrative Agent, from counsel to the Borrowers and shall have expired and sufficient funds shall have been deposited with the trustee under Guarantors satisfactory to the related indenture to pay for the tendered notes and to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 6.875% Senior Notes outstanding as of the Third Amendment Effective DateAdministrative Agent. (i) The Senior Notes Borrowers, Restricted Entities and Guarantors shall have been issued in place insurance with reputable insurance companies or shall be issued simultaneously associations (or, to the extent consistent with prudent business practice, through its own program of self-insurance) in such amounts and covering such risks as is usually carried by companies in similar businesses and owning similar Properties in the initial funding of Loans on the Effective Datesame general areas in which such Borrower, Restricted Entity or Guarantor operates. (j) The Merger Transactions shall have been consummated concurrently with Lenders and the initial funding of the Loans on the Third Amendment Effective Date in compliance with applicable law and in accordance with the Merger Agreement, without waiver or amendment thereof or any consent thereunder unless consented to by the Lead Arrangers other than any waiver or amendment that does not materially adversely affect the ability of the Borrower to perform its obligations under this Agreement; provided that without the consent of the Lead Arrangers, the Borrower shall not increase the portion of the purchase price payable in cash. (k) Subject to Section 5.14, the Collateral Agent Issuing Banks shall have received the following: (i) with respect to each Existing Mortgage a copy, in effect prior to the Third Amendment Effective Date encumbering Mortgaged Property, a Mortgage Amendment to the applicable Mortgage duly executed and acknowledged by the applicable Loan Party (it being understood, however, that if each lessor and lessee party to an “Intercompany Lease”, as defined in the Second Amended and Restated Credit Agreement, is not party to an Existing Mortgage and each applicable Existing Mortgage is not sufficient as reasonably determined by the Collateral Agent to provide the Secured Parties with substantially similar rights and benefits afforded thereto under the “Intercompany Lease Agreement”, as defined in the Second Amended and Restated Credit Agreement, the Collateral Agent shall have received such Mortgage Amendments or new Mortgages, and documents of the type described in clauses (ii) and (iii) of this Section 4.01(k), each in form and substance reasonably satisfactory to the Collateral Administrative Agent, duly executed and acknowledged by such lessors and lessees providing the Secured Parties with such rights and benefits), and in form for recording in the recording office where such Existing Real Property Collateral is located (including, without limitation, the “Mortgaged Premises”, as defined in each Intercompany Lease Agreement), together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (ii) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property subject to such Existing Mortgages on which a “Building” (as defined in 12 CFR Chapter III, Section 339.2) is located, which such Mortgaged Properties are set forth on Schedule 8(c) to the Perfection Certificate (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto); (iii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.02 of this Agreement (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable); (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured; (C) in the case of flood insurance, (1) identify the addresses of each property located in a special flood hazard area, (2) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (3) provide that the insurer will give the Collateral Agent forty-five (45) days’ written notice of cancellation or non-renewal and (4) otherwise be in form and substance satisfactory to the Collateral Agent; (iv) evidence reasonably acceptable to the Collateral Agent of payment by the Borrower of all mortgage recording taxes and related charges required for the recording of such Mortgage Amendments to the Existing Mortgages to be effective as of the Third Amendment Effective Date; and (v) with respect to each property subject to such Existing Mortgages and Mortgage Amendments as of the Third Amendment Effective Date, as listed on Schedule 3.07(a), an opinion of local counsel in form and substance reasonably satisfactory to the Collateral AgentIGL Credit Facility. (l) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (m) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Real Estate Encumbrances or any other Liens acceptable to the Collateral Agent).

Conditions to Initial Credit Event. The obligation agreement of each Lender to make its the initial Credit Event extension of credit requested to be made by it hereunder is subject to the satisfaction (or waiver in accordance with Section 9.02) prior to, concurrently with or immediately after the making of such extension of credit on the Effective Date, of each of the following conditions precedentconditions: (a) The Administrative Agent (or its counsel) shall have received from the Borrower the following: (i) this Agreement, duly executed and delivered by the Borrower, the Administrative Agent and the Lenders, together with, for the account of each of which shall be originals Lender requesting the same, one or facsimiles unless otherwise specified, each properly executed by a Responsible Officer more Promissory Notes of the signing Loan Party each in form and substance reasonably satisfactory Borrower conforming to the requirements set forth herein; (ii) written opinions (addressed to the Administrative Agent and the Collateral Agent: (i) executed counterparts of this Agreement; (ii) a Note executed by Lenders and dated the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Third Amendment Effective Date; ) of (iiix) a counterpart of the Guarantee and Collateral Agreement, executed by the Borrower and each Wholly Owned Domestic Subsidiary of the Borrower as of the Third Amendment Effective Date, other than any Unrestricted Subsidiary; (iv) a Perfection Certificate containing information as to each Loan Party as of the Third Amendment Effective Date; (v) certificates, if any, representing the Equity Interests pledged by any Loan Party as of the Third Amendment Effective Date accompanied by undated stock powers executed in blank; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party on the Third Amendment Effective Date; (vii) (i) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to for the Loan PartiesBorrower, substantially in the form of Exhibit G to this Agreement H-1 and (iiy) an opinion the Borrower’s internal counsel, substantially in the form of local counsel in form and substance reasonably satisfactory to the Administrative AgentExhibit H-2; (viiiiii) a certificate, dated the Effective Date and signed by the President, a Vice President or an Executive Officer of the Borrower, that the Borrower is in compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02; (iv) a certificate from the chief financial officer of the Borrower attesting to the Solvency effect that, as of the Borrower Effective Date, before and its Subsidiaries (taken as a whole) on the Third Amendment Effective Date immediately after giving effect to the Transactions payment of all fees and costs associated with the termination of the Revolving Credit Commitments as defined in and existing under the Existing Credit Agreement in accordance with the terms of the Existing Credit Agreement and to occur on the Third Amendment Effective Datepayment of all estimated legal, substantially in accounting and other fees related thereto and hereto, the form of Exhibit H to this AgreementBorrower and each Significant Subsidiary (other than the Securitization SPV) is and will be Solvent; (ixv) a copy of the articles or certificate of incorporation (or equivalent organizational document) of each Loan Party, certified by the Secretary of State of the state of organization of such Loan Party, together with certificates of such official attesting to the good standing of such Loan Party; (vi) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the Administrative Agent shall names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent organizational document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s board of directors approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, and (D) that there have received, been no changes in the case certificate of a Borrowing, a Borrowing Request incorporation (or equivalent organizational document) of such Loan Party from the certificate of incorporation (or equivalent organizational document) delivered pursuant to paragraph (v) above; (vii) such information as may be reasonably required by the Lenders pursuant to the requirements of the USA Patriot Act, as described in Section 2.039.15; and (xviii) such other documents as the Administrative Agent shall have received a certificate executed and delivered by a Responsible Officer of the Borrower certifying that the representations specified in clause (b) of the definition of “Specified Representations” are true and correct as of the Third Amendment Effective Date. (b) The security interests granted by each Loan Party may reasonably request relating to the Collateral Agent pursuant to the Guarantee and Collateral Agreement shall have been perfected to the extent perfection is required by the Guarantee and Collateral Agreement. (c) Since the date of the Merger AgreementBorrower, no Company Material Adverse Effect shall have occurred. (d) The Lead Arrangers shall have received the Pro Forma Financial Statements and the financial statements described in Section 3.05. (e) The Specified Representations shall be true and correct on and as of the Third Amendment Effective Date. (f) The Refinancing shall have been consummated or shall be consummated simultaneously with the initial funding of the Loans on the Third Amendment Effective Date. (g) An irrevocable notice of redemption shall have been delivered for the Xxxxxx 2.25% Convertible Notes and sufficient funds deposited with the trustee under the related indenture to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 2.25% Convertible notes outstanding as of the Third Amendment Effective Date. (h) The tender for the Xxxxxx 6.875% Senior Notes shall have been launched and shall have expired and sufficient funds shall have been deposited with the trustee under the related indenture to pay for the tendered notes and to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 6.875% Senior Notes outstanding as of the Third Amendment Effective Date. (i) The Senior Notes shall have been issued or shall be issued simultaneously with the initial funding of Loans on the Effective Date. (j) The Merger Transactions shall have been consummated concurrently with the initial funding of the Loans on the Third Amendment Effective Date in compliance with applicable law and in accordance with the Merger Agreement, without waiver or amendment thereof or any consent thereunder unless consented to by the Lead Arrangers other than any waiver or amendment that does not materially adversely affect the ability of the Borrower to perform its obligations under this Agreement; provided that without the consent of the Lead ArrangersSubsidiaries, the Borrower shall not increase Loan Documents or the portion of the purchase price payable in cash. (k) Subject to Section 5.14Transactions, the Collateral Agent shall have received the following: (i) with respect to each Existing Mortgage in effect prior to the Third Amendment Effective Date encumbering Mortgaged Property, a Mortgage Amendment to the applicable Mortgage duly executed and acknowledged by the applicable Loan Party (it being understood, however, that if each lessor and lessee party to an “Intercompany Lease”, as defined in the Second Amended and Restated Credit Agreement, is not party to an Existing Mortgage and each applicable Existing Mortgage is not sufficient as reasonably determined by the Collateral Agent to provide the Secured Parties with substantially similar rights and benefits afforded thereto under the “Intercompany Lease Agreement”, as defined in the Second Amended and Restated Credit Agreement, the Collateral Agent shall have received such Mortgage Amendments or new Mortgages, and documents of the type described in clauses (ii) and (iii) of this Section 4.01(k), each all in form and substance reasonably satisfactory to the Collateral Agent, duly executed and acknowledged by such lessors and lessees providing the Secured Parties with such rights and benefits), and in form for recording in the recording office where such Existing Real Property Collateral is located (including, without limitation, the “Mortgaged Premises”, as defined in each Intercompany Lease Agreement), together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (ii) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property subject to such Existing Mortgages on which a “Building” (as defined in 12 CFR Chapter III, Section 339.2) is located, which such Mortgaged Properties are set forth on Schedule 8(c) to the Perfection Certificate (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto); (iii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.02 of this Agreement (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable); (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured; (C) in the case of flood insurance, (1) identify the addresses of each property located in a special flood hazard area, (2) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (3) provide that the insurer will give the Collateral Agent forty-five (45) days’ written notice of cancellation or non-renewal and (4) otherwise be in form and substance satisfactory to the Collateral Agent; (iv) evidence reasonably acceptable to the Collateral Agent of payment by the Borrower of all mortgage recording taxes and related charges required for the recording of such Mortgage Amendments to the Existing Mortgages to be effective as of the Third Amendment Effective Date; and (v) with respect to each property subject to such Existing Mortgages and Mortgage Amendments as of the Third Amendment Effective Date, as listed on Schedule 3.07(a), an opinion of local counsel in form and substance reasonably satisfactory to the Collateral Administrative Agent. (lb) UCC financing statements The Administrative Agent shall have received evidence reasonably satisfactory to it that, simultaneously with the making of the initial Borrowings hereunder, the Revolving Credit Commitments as defined in appropriate form for filing and existing under the UCC, filings Existing Credit Agreement shall be terminated in accordance with the United States Patent terms of the Existing Credit Agreement. (c) The Administrative Agent and Trademark Office the Arrangers, as the case may be, shall have received all costs, fees, expenses (including reasonable and United States Copyright Office invoiced (in reasonable detail) out-of-pocket fees and such expenses of one counsel) and other documents under applicable law in each jurisdiction as compensation then payable to the Administrative Agent, the Arrangers and the Lenders, including pursuant to the Fee Letter. All amounts may be necessary or appropriate orpaid with proceeds of any Loans made on the Effective Date and, if so paid, will be reflected in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, funding instructions given by the Security Documents; (m) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Real Estate Encumbrances or any other Liens acceptable Borrower to the Collateral Agent)Administrative Agent on or before the Effective Date. Invoices shall have been presented for all expenses.

Conditions to Initial Credit Event. The obligation of each Lender to make its initial Credit Event hereunder is subject Subject to satisfaction of the conditions to each Credit Event required by Section 6.01, the Borrower may not borrow Loans hereunder until the first date upon which the following conditions precedenthave been satisfied: (a) The Administrative Agent (or its counsel) shall have received the following, from each party hereto either (i) a counterpart of which shall be originals this Agreement signed on behalf of such party or facsimiles unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably (ii) written evidence satisfactory to the Administrative Agent and the Collateral Agent: (i) executed counterparts which may include telecopy transmission of a signed signature of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender that such party has requested a Note at least two Business Days in advance of the Third Amendment Effective Date; (iii) signed a counterpart of the Guarantee and Collateral Agreement, executed by the Borrower and each Wholly Owned Domestic Subsidiary of the Borrower as of the Third Amendment Effective Date, other than any Unrestricted Subsidiary; (iv) a Perfection Certificate containing information as to each Loan Party as of the Third Amendment Effective Date; (v) certificates, if any, representing the Equity Interests pledged by any Loan Party as of the Third Amendment Effective Date accompanied by undated stock powers executed in blank; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party on the Third Amendment Effective Date; (vii) (i) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties, substantially in the form of Exhibit G to this Agreement and (ii) an opinion of local counsel in form and substance reasonably satisfactory to the Administrative Agent; (viii) a certificate from the chief financial officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Third Amendment Effective Date after giving effect to the Transactions to occur on the Third Amendment Effective Date, substantially in the form of Exhibit H to this Agreement; (ix) the Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03; and (x) the Administrative Agent shall have received a certificate executed and delivered by a Responsible Officer of the Borrower certifying that the representations specified in clause (b) of the definition of “Specified Representations” are true and correct as of the Third Amendment Effective Date. (b) The security interests granted by each Loan Party Administrative Agent and the Documentary Agent shall have received, on behalf of themselves and the Lenders, a favorable written opinion of (i) Counsel to the Collateral Agent pursuant Borrower, substantially to the Guarantee effect set forth in Exhibit D, and Collateral Agreement shall have been perfected (ii) Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., counsel for the Borrower, substantixxxx xx the effect set forth in Exhibit E, in each case (A) dated the Effective Date, (B) addressed to the extent perfection is required by Agents and the Guarantee Lenders, and Collateral Agreement(C) covering such other matters relating to the Spin-Off, the Loan Documents and the transactions contemplated thereby as the Administrative Agent and the Documentary Agent shall reasonably request, and the Borrower hereby instructs such counsel to deliver such opinions. (c) Since the date of the Merger All legal matters incident to this Agreement, no Company Material Adverse Effect the borrowings and extensions of credit hereunder, the other Loan Documents or the Spin-Off shall have occurredbe satisfactory to the Lenders and to Cravath, Swaine & Moore, special counsel for the Agents. (d) The Lead Arrangers Xxe Administrative Agent and the Documentary Agent shall have received (i) a copy of the Pro Forma Financial Statements certificate of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the By-laws of the Borrower as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which the Borrower is a party and the financial statements described borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in Section 3.05full force and effect, (C) that the certificate of incorporation and By-laws of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above or the date of the certificate furnished pursuant to clause (ii) above, as applicable, and (D) 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 the Borrower; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & Moore, special counsel for the Agents, may reasonablx xxxuest. (e) The Specified Representations Administrative Agent and the Documentary Agent shall be true have received a certificate, dated the Effective Date and correct on and as signed by a Financial Officer of the Third Amendment Effective DateBorrower, confirming compliance with the conditions precedent set forth in paragraphs (i) and (iii) of Section 6.01. (f) The Refinancing Administrative Agent shall have been consummated received all fees and other amounts due and payable on or shall be consummated simultaneously with prior to the initial funding of the Loans on the Third Amendment Effective Date. (g) An irrevocable notice , including, to the extent invoiced, reimbursement or payment of redemption shall have been delivered for all out-of-pocket expenses required to be reimbursed or paid by the Xxxxxx 2.25% Convertible Notes and sufficient funds deposited with the trustee Borrower hereunder or under the related indenture to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 2.25% Convertible notes outstanding as of the Third Amendment Effective Date. (h) The tender for the Xxxxxx 6.875% Senior Notes shall have been launched and shall have expired and sufficient funds shall have been deposited with the trustee under the related indenture to pay for the tendered notes and to redeem, defease or satisfy and/or discharge, as applicable, any Xxxxxx 6.875% Senior Notes outstanding as of the Third Amendment Effective Dateother Loan Document. (i) The Senior Notes All actions related to the Spin-Off shall have been issued or shall be issued simultaneously completed on a generally tax-free basis with respect to the Borrower (subject to exceptions approved by the Administrative Agent), including arrangements in connection with the initial funding Spin-Off with respect to existing indebtedness of Loans FTX and FRP, all on terms substantially the Effective Date. (j) The Merger Transactions shall have been consummated concurrently same as those described in the Form S-1 filed with the initial funding of SEC in connection with the Loans on Spin-Off or otherwise satisfactory to the Third Amendment Effective Date Lenders (including all tax, accounting, corporate and partnership matters) and all in compliance accordance with applicable law and in accordance with the Merger Agreement, without waiver or amendment thereof or any consent thereunder unless consented to by the Lead Arrangers other than any waiver or amendment that does not materially adversely affect the ability of the Borrower to perform its obligations under this Agreement; provided that without the consent of the Lead Arrangers, the Borrower shall not increase the portion of the purchase price payable in cash. (k) Subject to Section 5.14, the Collateral Agent shall have received the following: (i) with respect to each Existing Mortgage in effect prior to the Third Amendment Effective Date encumbering Mortgaged Property, a Mortgage Amendment to the applicable Mortgage duly executed and acknowledged by the applicable Loan Party (it being understood, however, that if each lessor and lessee party to an “Intercompany Lease”, as defined in the Second Amended and Restated Credit Agreement, is not party to an Existing Mortgage and each applicable Existing Mortgage is not sufficient as reasonably determined by the Collateral Agent to provide the Secured Parties with substantially similar rights and benefits afforded thereto under the “Intercompany Lease Agreement”, as defined in the Second Amended and Restated Credit Agreement, the Collateral Agent shall have received such Mortgage Amendments or new Mortgages, and documents of the type described in clauses (ii) and (iii) of this Section 4.01(k), each in form and substance documentation reasonably satisfactory to the Collateral Agent, duly executed Lenders; and acknowledged by such lessors and lessees providing the Secured Parties with such rights and benefits), and in form for recording in the recording office where such Existing Real Property Collateral is located (including, without limitation, the “Mortgaged Premises”, as defined in each Intercompany Lease Agreement), together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (ii) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination the Lenders shall be satisfied with respect to each property subject to such Existing Mortgages on which a “Building” (as defined in 12 CFR Chapter III, Section 339.2) is located, which such Mortgaged Properties are set forth on Schedule 8(c) to the Perfection Certificate (together with a notice about special flood hazard area status capitalization and flood disaster assistance duly executed by structure of the Borrower and each Loan Party relating thereto); (iii) a copy of, or a certificate as to coverage under, and a declaration page relating to, after the insurance policies required by Section 5.02 of this Agreement (including, without limitation, flood insurance policies) and the applicable provisions consummation of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable); (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured; (C) in the case of flood insurance, (1) identify the addresses of each property located in a special flood hazard area, (2) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (3) provide that the insurer will give the Collateral Agent fortySpin-five (45) days’ written notice of cancellation or non-renewal and (4) otherwise be in form and substance satisfactory to the Collateral Agent; (iv) evidence reasonably acceptable to the Collateral Agent of payment by the Borrower of all mortgage recording taxes and related charges required for the recording of such Mortgage Amendments to the Existing Mortgages to be effective as of the Third Amendment Effective Date; and (v) with respect to each property subject to such Existing Mortgages and Mortgage Amendments as of the Third Amendment Effective Date, as listed on Schedule 3.07(a), an opinion of local counsel in form and substance reasonably satisfactory to the Collateral AgentOff. (l) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (m) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Real Estate Encumbrances or any other Liens acceptable to the Collateral Agent).