Common use of Conditions to Loans Clause in Contracts

Conditions to Loans. No Lender shall have any obligation to make its Loan under Section 2.01 until the following conditions precedent have been satisfied or waived in accordance with Section 10.01: (a) The Administrative Agent shall have received all of the following, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by the Borrower and each Lender; (ii) the Collateral Agency Agreement executed by the parties thereto; (iii) the Pledge and Security Agreement executed by the parties thereto; (iv) each of the ETP Retail Holdings Guaranty and the Subsidiary Guaranty, each executed by the parties thereto; (v) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (vi) such certificate of resolutions or other action, incumbency certificate and/or other certificates of Responsible Officers of the Borrower and each Guarantor 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 the Borrower or such Guarantor is a party; (vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor are duly organized or formed, and that the Borrower and each Guarantor are validly existing, in good standing and qualified to engage in business in its jurisdiction of formation; (viii) a customary opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Borrower and the Guarantors, in form and substance reasonably satisfactory to Administrative Agent, addressed to the Administrative Agent and each Lender; (ix) a certificate of a Responsible Officer of the Borrower and each Guarantor either (A) certifying that all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the Guarantors and the validity against the Borrower and the Guarantors of the Loan Documents to which they are a party, and such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.01(c) have been satisfied, and (B) that there does not exist any pending or threatened litigation, proceeding under any Debtor Relief Law, or other proceeding in respect of the Borrowing or the Loan Parties that could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xi) the Initial Financial Statements; (xii) the Pro Forma Financial Statements; and (xiii) the Solvency Certificate executed by the Chief Executive Officer of the Borrower. (b) The Drop Down shall, substantially concurrently with the funding of the Loans, be consummated in accordance with the terms of the Contribution Agreement, without giving effect to any modification, consent or waiver thereto that is material and adverse to the interests of the Arrangers or Lenders without the prior written consent of a majority of the Arrangers (not to be unreasonably withheld or delayed). (c) The Borrower shall have received net proceeds of approximately $750,000,000 from the PIPE Offering prior to the funding of the Loans. (d) The Borrower shall have obtained an amendment to the Revolving Credit Agreement amending the provisions of the Revolving Credit Agreement to the extent necessary to permit the Transactions. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least two (2) days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (f) The Specified Representations shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects). (g) The Lenders shall have received at least five (5) days prior to the Closing Date, to the extent requested at least seven (7) days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

Conditions to Loans. No Lender shall have any The obligation of the Bank to make its Loan under Section 2.01 until the Loans is subject to the satisfaction of the following conditions precedent have been satisfied or waived in accordance with Section 10.01conditions: (a) The Administrative Agent shall have received all receipt by the Bank from the Borrower of a duly executed counterpart of this Agreement signed by the Borrower; (b) receipt by the Bank of the followingduly executed Notes; (c) receipt by the Bank of the duly executed Guaranty Agreement and Escrow Agreement; (d) receipt by the Bank of an opinion of counsel of Kennxxx Covixxxxx Xxxdxxx & Xickxxx, each X.L.P. counsel for the Borrower and Guarantor, substantially in the form of Exhibit C hereto, and covering such additional matters relating to the transactions contemplated hereby as the Bank may reasonably request; (e) receipt by the Bank of a certificate, dated the Closing Date (or, if later, the date of advancement of the Loans), signed by the general partner of the Borrower to the effect that (i) no Default hereunder has occurred and is continuing on such date and (ii) the representations and warranties of the Borrower contained in Article V are true on and as of such date; (f) receipt by the case Bank of certificates all documents which the Bank may reasonably request relating to the existence of governmental officialsthe Borrower and of the Guarantor, a recent date before the Closing Date) authority for and the validity of this Agreement, the Notes, the other Loan Documents and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent:Bank, such documents to include without limitation a copy of the Partnership Agreement and Certificate of Limited Partnership of the Borrower and copies of the Guarantor's Articles of Incorporation and By-laws; (g) a certificate of the Secretary of State of Delaware as to the existence of the Borrower as a limited partnership in such jurisdiction and of the Secretary of State of North Carolina as to the qualification of the Borrower to transact business in such jurisdiction; (h) a certificate of the Secretary of State of Maryland as to the existence of the Guarantor as a corporation in such jurisdiction and of the Secretary of State of the State of North Carolina as to the qualification of the Guarantor to transact business in such jurisdiction; and (i) counterparts of this Agreement executed by the Borrower and each Lender; (ii) the Collateral Agency Agreement executed by the parties thereto; (iii) the Pledge and Security Agreement executed by the parties thereto; (iv) each of the ETP Retail Holdings Guaranty and the Subsidiary Guaranty, each executed by the parties thereto; (v) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (vi) such certificate of resolutions or other action, incumbency certificate and/or other certificates of Responsible Officers of the Borrower and each Guarantor items as the Administrative Agent Bank may reasonably require evidencing after receipt and review of 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 the Borrower or such Guarantor is a party; (vii) such documents and certifications as the Administrative Agent may reasonably require agreements referred to evidence that the Borrower and each Guarantor are duly organized or formed, and that the Borrower and each Guarantor are validly existing, in good standing and qualified to engage in business in its jurisdiction of formation; (viii) a customary opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Borrower and the Guarantors, in form and substance reasonably satisfactory to Administrative Agent, addressed to the Administrative Agent and each Lender; (ix) a certificate of a Responsible Officer of the Borrower and each Guarantor either (A) certifying that all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the Guarantors and the validity against the Borrower and the Guarantors of the Loan Documents to which they are a party, and such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.01(c) have been satisfied, and (B) that there does not exist any pending or threatened litigation, proceeding under any Debtor Relief Law, or other proceeding in respect of the Borrowing or the Loan Parties that could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xi) the Initial Financial Statements; (xii) the Pro Forma Financial Statements; and (xiii) the Solvency Certificate executed by the Chief Executive Officer of the Borrowerabove. (b) The Drop Down shall, substantially concurrently with the funding of the Loans, be consummated in accordance with the terms of the Contribution Agreement, without giving effect to any modification, consent or waiver thereto that is material and adverse to the interests of the Arrangers or Lenders without the prior written consent of a majority of the Arrangers (not to be unreasonably withheld or delayed). (c) The Borrower shall have received net proceeds of approximately $750,000,000 from the PIPE Offering prior to the funding of the Loans. (d) The Borrower shall have obtained an amendment to the Revolving Credit Agreement amending the provisions of the Revolving Credit Agreement to the extent necessary to permit the Transactions. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least two (2) days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (f) The Specified Representations shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects). (g) The Lenders shall have received at least five (5) days prior to the Closing Date, to the extent requested at least seven (7) days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

Conditions to Loans. No Lender The obligation of the Lenders to make the Loans is subject to the prior or concurrent satisfaction of each of the following conditions: (1) On or before the Closing Date, all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by the Lenders shall be reasonably satisfactory in form and substance to the Lenders, and the Agent or its counsel shall have any obligation to make its Loan under Section 2.01 until received on behalf of the Lenders the following conditions precedent have been satisfied 40 47 items, each of which shall be in form and substance satisfactory to the Lenders and, unless otherwise noted, dated the Closing Date: (1) a certified copy of the Company's, each Guarantor's, Formus Polska's and Callino GmbH's charter, together with a certificate of status, compliance, good standing or waived like certificate with respect to the Company, each Guarantor and each other Subsidiary issued by the appropriate government officials of the jurisdiction of its incorporation and of each jurisdiction in which it owns any material assets or carries on any material business, each to be dated a recent date prior to the Closing Date; (2) a copy of the Company's, each Guarantor's, Formus Polska's and Callino GmbH's by-laws, certified as of the Closing Date by its Secretary or one of its Assistant Secretaries; (3) resolutions of the Company's and each Guarantor's Board of Directors approving and authorizing the execution, delivery and performance of this Agreement, each of the other Loan Documents and any other documents, instruments and certificates required to be executed by the Company or such Guarantor in connection herewith and therewith and approving and authorizing the execution, delivery and payment of the Notes, each certified as of the Closing Date by one of its Officers as being in full force and effect without modification or amendment; (4) signature and incumbency certificates of the Company's and each Guarantor's officers executing this Agreement, the Notes and the other Loan Documents; (5) executed copies of this Agreement and the Notes substantially in the form of Exhibit I annexed hereto executed in accordance with Section 10.01:2.1(d) drawn to the order of the Lenders and with appropriate insertions; (a6) The Administrative Agent an originally executed Notice of Borrowing substantially in the form of Exhibit IV annexed hereto, signed by the President or a Vice President of the Company on behalf of the Company and delivered to the Agent; (7) originally executed copies of one or more favorable written opinions of (I) Holme Robexxx & Xwen XXX, counsel for the Company and the Guarantors, substantially in the form of Exhibit V annexed hereto (or otherwise in form and substance satisfactory to the Lenders) and addressed to the Lenders, (II) local counsel for the Company and the Guarantors in Germany, Poland and Spain, each substantially in the form of Exhibit VI annexed hereto (or otherwise in form and substance satisfactory to the Lenders) and addressed to the Lenders, addressing such items as the Lenders may request, including the validity of the licenses used by the Company and its Subsidiaries in such jurisdiction, and (III) such other opinions of 41 48 counsel and such certificates or opinions of accountants, appraisers or other professionals as the Arrangers shall have received all reasonably requested; (8) a certificate of the following, each dated chief financial officer of the Closing Date (or, in Company addressed to the case of certificates of governmental officials, a recent date before Agent and the Closing Date) Lenders and in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by Agent and the Borrower Lenders, attesting that, on a pro forma basis, the Company and each Lenderits Subsidiaries shall not be insolvent or rendered insolvent, be left with an unreasonably small capital with which to engage in their business or have incurred debts beyond their ability to pay as such debts mature; (ii9) originally executed copies of the Collateral Agency Agreement Pledge Agreement, executed and delivered by the parties theretoPledgors, dated as of the Closing Date, substantially in the form of Exhibit II annexed hereto; (iii10) certificates representing the Capital Stock of FII, VeloCom Inc. and each other entity pledged pursuant to the Pledge Agreement (which certificates shall be accompanied by irrevocable, undated stock powers, duly endorsed in blank and Security Agreement executed by otherwise satisfactory in all respects to the parties theretoArrangers); (iv11) each originally executed copies of the ETP Retail Holdings Guaranty Warrant Agreement and the Subsidiary Guarantywarrants issued thereunder, each in form and substance satisfactory in all respects to the Lenders, each executed and delivered by the parties thereto; (v) a Note executed by the Borrower in favor of Company and each Lender requesting a Note reasonably in advance dated as of the Closing Date; (vi12) such certificate of resolutions or other actiona true, incumbency certificate and/or other certificates of Responsible Officers of the Borrower correct and each Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity complete copy of each Responsible Officer thereof authorized Permit which is either a license to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower provide telecommunications services or such Guarantor is a partyuse frequencies; (vii13) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor are duly organized or formed, and that the Borrower and each Guarantor are validly existing, in good standing and qualified to engage in business in its jurisdiction executed copies of formation; (viii) a customary opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Borrower and the Guarantorswaiver, in form and substance reasonably satisfactory to Administrative Agent, addressed in all respects to the Administrative Agent Lenders, executed by the Majority Holders, pursuant to which such Majority Holders waive all rights with respect to the issuance of common stock purchase warrants to the Lenders under the Warrant Agreement (and each Lender; (ix) a certificate the issuance of a Responsible Officer common stock of the Borrower and each Guarantor either (A) certifying that all consents, licenses and approvals required in connection with Company upon the execution, delivery and performance by the Borrower and the Guarantors and the validity against the Borrower and the Guarantors of the Loan Documents to which they are a party, and such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.01(c) have been satisfied, and (B) that there does not exist any pending or threatened litigation, proceeding under any Debtor Relief Law, or other proceeding in respect of the Borrowing or the Loan Parties that could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xi) the Initial Financial Statements; (xii) the Pro Forma Financial Statementsexercise thereof); and (xiii14) the Solvency Certificate executed by the Chief Executive Officer all such counterpart originals or certified copies of the Borrower. (b) The Drop Down shallsuch other documents, substantially concurrently with the funding of the Loansinstruments, be consummated in accordance with the terms of the Contribution Agreement, without giving effect to any modification, consent or waiver thereto that is material certificates and adverse to the interests of opinions as the Arrangers or Lenders without the prior written consent of a majority of the Arrangers (not to be unreasonably withheld or delayed)may reasonably request. (c) The Borrower shall have received net proceeds of approximately $750,000,000 from the PIPE Offering prior to the funding of the Loans. (d) The Borrower shall have obtained an amendment to the Revolving Credit Agreement amending the provisions of the Revolving Credit Agreement to the extent necessary to permit the Transactions. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least two (2) days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (f) The Specified Representations shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects). (g) The Lenders shall have received at least five (5) days prior to the Closing Date, to the extent requested at least seven (7) days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

Conditions to Loans. No The obligation of each Lender shall have any obligation to make its Loan under Section 2.01 until hereunder on the Closing Date is subject to satisfaction of the following conditions precedent have been satisfied or waived in accordance with precedent, except as otherwise agreed between the Borrower and the Administrative Agent (notwithstanding the provisions of Section 10.01:): (a) The Administrative Agent shall have received all Agent’s receipt of the following, each dated of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and Borrower each in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) counterparts an executed counterpart of this Agreement executed by the Borrower and each LenderAgreement; (ii) the Collateral Agency Agreement executed by the parties thereto; (iii) the Pledge and Security Agreement executed by the parties thereto; (iv) each of the ETP Retail Holdings Guaranty and the Subsidiary Guaranty, each executed by the parties thereto; (v) a Note executed by the Borrower in favor of each Lender requesting that has requested a Note reasonably at least two (2) Business Days in advance of the Closing Date; (viiii) [Reserved]; (iv) such certificate certificates of resolutions or other action, incumbency certificate certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor 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 (if any) to which the Borrower or such Guarantor is a partyparty or is to be a party on the Closing Date; (v) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to the Borrower substantially in the form of Exhibit F-1; (vi) an opinion from Young Xxxxxxx Stargatt & Xxxxxx, LLP, Delaware counsel to the Borrower substantially in the form of Exhibit F-2; (vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor are duly organized or formed, and that the Borrower and each Guarantor are validly existing, in good standing and qualified to engage in business in its jurisdiction of formation[Reserved]; (viii) a customary opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Borrower and the Guarantors, in form and substance reasonably satisfactory to Administrative Agent, addressed to the Administrative Agent and each Lender[Reserved]; (ix) a certificate of a Responsible Officer attesting to the Solvency of the Borrower and each Guarantor either its Subsidiaries (Ataken as a whole) certifying that all consentson the Closing Date after giving effect to the Transaction, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the Guarantors and the validity against the Borrower and the Guarantors from a Financial Officer of the Loan Documents to which they are a party, and such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;Borrower; and (x) a certificate signed by a Responsible Officer of evidence that all insurance required to be maintained pursuant to the Borrower certifying (A) Loan Documents has been obtained and is in effect and that the conditions specified Administrative Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Administrative Agent shall have requested in Sections 4.01(c) have been satisfied, and (B) that there does not exist any pending or threatened litigation, proceeding under any Debtor Relief Law, or other proceeding in respect of the Borrowing or the Loan Parties that could writing to be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effectso named; (xi) the Initial Financial Statements; (xii) the Pro Forma Financial Statements; and (xiii) the Solvency Certificate executed by the Chief Executive Officer of the Borrower. (b) The Drop Down shall, substantially concurrently All Transaction Expenses required to be paid to the Lenders and the Administrative Agent hereunder and invoiced on or before the Closing Date shall have been paid in full in cash or directed by the Borrower to be paid with the funding proceeds of the Loans, be consummated in accordance with Loans made on the terms of the Contribution Agreement, without giving effect to any modification, consent or waiver thereto that is material and adverse to the interests of the Arrangers or Lenders without the prior written consent of a majority of the Arrangers (not to be unreasonably withheld or delayed)Closing Date. (c) The Borrower shall have received net proceeds of approximately $750,000,000 from the PIPE Offering prior to the funding of the Loans[Reserved]. (d) The Borrower Administrative Agent shall have obtained an amendment to the Revolving Credit Agreement amending the provisions of the Revolving Credit Agreement to the extent necessary to permit the Transactions. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least two (2) days received on or prior to the Closing Date, plus such additional amounts of such fees, charges Date all documentation and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred other information reasonably requested in writing by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (f) The Specified Representations shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects). (g) The Lenders shall have received them at least five (5) days Business Days prior to the Closing Date, Date in order to allow the extent requested at least seven (7) days prior Administrative Agent and the Lenders to the Closing Date, all documentation and other information required by regulatory authorities under comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (e) The representations and warranties of the Borrower contained in Article V shall be true and correct in all material respects on and as of the date of the borrowing of the Loans; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (f) No Default shall exist, or would result from the borrowing of the Loans or from the application of the proceeds thereof.

Conditions to Loans. No Lender shall have any obligation to make its Loan under Section 2.01 until the following conditions precedent have been satisfied or waived in accordance with Section 10.01: (a) The Administrative Agent shall have received all of the following, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of (A) this Agreement executed by the Borrower, the Administrative Agent and the Lenders listed on the signature pages to this Agreement, and (B) the Collateral Agency Joinder Agreement executed by the Borrower and each Lenderthe Administrative Agent; (ii) the Collateral Agency Agreement executed by the parties thereto; (iii) the Pledge and Security Agreement executed by the parties thereto; (iv) each of the ETP Retail Holdings Guaranty and the Subsidiary Guaranty, each executed by the parties thereto; (v) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (viiii) all UCC financing statements and other documents or instruments necessary or advisable to perfect the security interests created by the Pledge Agreement; (iv) such certificate certificates of resolutions or other action, incumbency certificate certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor Restricted Person as the Administrative Agent may reasonably require require, in form and substance reasonably satisfactory to the Administrative Agent, 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 the Borrower or such Guarantor Restricted Person is a party; (viiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor are Restricted Person is duly organized or formed, and that the Borrower and each Guarantor are Restricted Person is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of formationproperties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viiivi) a customary favorable opinion of each of (A) Xxxxxx & Xxxxxxx LLP, counsel to the Borrower Restricted Persons and (B) the GuarantorsGeneral Counsel of ETP, LLC, in each case in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each Lender; and the Borrower hereby requests such counsel to deliver such opinion; (ix) a certificate of a Responsible Officer of the Borrower and each Guarantor either (A) certifying that all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the Guarantors and the validity against the Borrower and the Guarantors of the Loan Documents to which they are a party, and such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified set forth in Sections 4.01(cSection 4.01(b), (d) have been satisfied, and (Be) that there does not exist any pending or threatened litigation, proceeding under any Debtor Relief Law, or other proceeding in respect of the Borrowing or the Loan Parties that could shall be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effecttrue and correct; (xiviii) the Initial Financial Statements; (xii) the Pro Forma Financial Statements; and (xiiiix) the Solvency Certificate executed by the Chief Executive Financial Officer of the Borrower. (b) The Drop Down shall, substantially concurrently with the funding of the Loans, be consummated in accordance with the terms of the Contribution Agreement, without After giving effect to this Agreement, the Transactions to occur on the Closing Date and the other transactions contemplated hereby, the Borrower shall not have any modificationIndebtedness for borrowed money or preferred Equity Interests other than (i) the Obligations, consent or waiver thereto that is material and adverse (ii) the Senior Note Obligations, (iii) the obligations pursuant to the interests of Revolving Credit Agreement, (iv) the Arrangers or Lenders without Existing Term Loan Obligations, (v) Indebtedness incurred under agreements and instruments set forth on the prior written consent of a majority of most recent applicable periodic filing made by the Arrangers Borrower with the Securities and Exchange Commission and (not to be unreasonably withheld or delayed)vi) Indebtedness permitted under Sections 7.01. (c) The Borrower shall have received net proceeds of approximately $750,000,000 from the PIPE Offering prior to the funding of the Loans. (d) The Borrower shall have obtained an amendment to the Revolving Credit Agreement amending the provisions of the Revolving Credit Agreement to the extent necessary to permit the Transactions. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least two (2) days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (fd) The Specified Representations Each of the representations and warranties made by any Restricted Person in or pursuant to the Loan Documents shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects). (ge) The Lenders No Default or Event of Default shall have received at least five (5) days prior occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on the Closing Date, to the extent requested at least seven (7) days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

Conditions to Loans. No Lender shall have any The obligation of the Bank to make its Loan under Section 2.01 until the Loans is subject to the satisfaction of the following conditions precedent have been satisfied or waived in accordance with Section 10.01conditions: (a) The Administrative Agent shall have received all receipt by the Bank from the Borrower of a duly executed counterpart of this Agreement signed by the Borrower; (b) receipt by the Bank of the followingduly executed Notes; (c) receipt by the Bank of the duly executed Guaranty Agreement and Escrow Agreement; (d) receipt by the Bank of an opinion of counsel of Xxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, each L.L.P. counsel for the Borrower and Guarantor, substantially in the form of Exhibit C hereto, and covering such additional matters relating to the transactions contemplated hereby as the Bank may reasonably request; (e) receipt by the Bank of a certificate, dated the Closing Date (or, if later, the date of advancement of the Loans), signed by the general partner of the Borrower to the effect that (i) no Default hereunder has occurred and is continuing on such date and (ii) the representations and warranties of the Borrower contained in Article V are true on and as of such date; (f) receipt by the case Bank of certificates all documents which the Bank may reasonably request relating to the existence of governmental officialsthe Borrower and of the Guarantor, a recent date before the Closing Date) authority for and the validity of this Agreement, the Notes, the other Loan Documents and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent:Bank, such documents to include without limitation a copy of the Partnership Agreement and Certificate of Limited Partnership of the Borrower and copies of the Guarantor's Articles of Incorporation and By-laws; (g) a certificate of the Secretary of State of Delaware as to the existence of the Borrower as a limited partnership in such jurisdiction and of the Secretary of State of North Carolina as to the qualification of the Borrower to transact business in such jurisdiction; (h) a certificate of the Secretary of State of Maryland as to the existence of the Guarantor as a corporation in such jurisdiction and of the Secretary of State of the State of North Carolina as to the qualification of the Guarantor to transact business in such jurisdiction; and (i) counterparts of this Agreement executed by the Borrower and each Lender; (ii) the Collateral Agency Agreement executed by the parties thereto; (iii) the Pledge and Security Agreement executed by the parties thereto; (iv) each of the ETP Retail Holdings Guaranty and the Subsidiary Guaranty, each executed by the parties thereto; (v) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (vi) such certificate of resolutions or other action, incumbency certificate and/or other certificates of Responsible Officers of the Borrower and each Guarantor items as the Administrative Agent Bank may reasonably require evidencing after receipt and review of 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 the Borrower or such Guarantor is a party; (vii) such documents and certifications as the Administrative Agent may reasonably require agreements referred to evidence that the Borrower and each Guarantor are duly organized or formed, and that the Borrower and each Guarantor are validly existing, in good standing and qualified to engage in business in its jurisdiction of formation; (viii) a customary opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Borrower and the Guarantors, in form and substance reasonably satisfactory to Administrative Agent, addressed to the Administrative Agent and each Lender; (ix) a certificate of a Responsible Officer of the Borrower and each Guarantor either (A) certifying that all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the Guarantors and the validity against the Borrower and the Guarantors of the Loan Documents to which they are a party, and such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.01(c) have been satisfied, and (B) that there does not exist any pending or threatened litigation, proceeding under any Debtor Relief Law, or other proceeding in respect of the Borrowing or the Loan Parties that could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xi) the Initial Financial Statements; (xii) the Pro Forma Financial Statements; and (xiii) the Solvency Certificate executed by the Chief Executive Officer of the Borrowerabove. (b) The Drop Down shall, substantially concurrently with the funding of the Loans, be consummated in accordance with the terms of the Contribution Agreement, without giving effect to any modification, consent or waiver thereto that is material and adverse to the interests of the Arrangers or Lenders without the prior written consent of a majority of the Arrangers (not to be unreasonably withheld or delayed). (c) The Borrower shall have received net proceeds of approximately $750,000,000 from the PIPE Offering prior to the funding of the Loans. (d) The Borrower shall have obtained an amendment to the Revolving Credit Agreement amending the provisions of the Revolving Credit Agreement to the extent necessary to permit the Transactions. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least two (2) days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (f) The Specified Representations shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects). (g) The Lenders shall have received at least five (5) days prior to the Closing Date, to the extent requested at least seven (7) days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

Conditions to Loans. No Lender shall have any obligation to make its Loan under Section 2.01 until the following conditions precedent have been satisfied or waived in accordance with Section 10.01: (a) The Administrative Agent shall have received all of the following, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory acceptable to the Administrative Agent: (i) counterparts of (1) this Agreement executed by the Borrower Borrower, the Administrative Agent and each Lender; Lender and (ii2) the Collateral Agency Guaranty Agreement executed by the parties thereto; (iii) the Pledge and Security Agreement executed by the parties thereto; (iv) each of the ETP Retail Holdings Guaranty and the Subsidiary Guaranty, each executed by the parties thereto; (vii) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (viiii) such certificate of resolutions or other action, incumbency certificate and/or other certificates of Responsible Officers of the Borrower (or its General Partner) and each Guarantor Subsidiary party to a Loan Document 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 the Borrower or such Guarantor Person is a party; (viiiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor are Subsidiary party to a Loan Document is duly organized or formed, and that the Borrower and each Guarantor are such Person is validly existing, in good standing and qualified to engage in business in its jurisdiction of formation; (viiiv) a customary favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Borrower and the Guarantorseach Subsidiary party to a Loan Document, in form and substance reasonably satisfactory to Administrative Agent, addressed to the Administrative Agent and each Lender; (ixvi) a certificate of a Responsible Officer of the Borrower (or its General Partner) and each Guarantor Subsidiary party to a Loan Document either (A) certifying that all consents, licenses and approvals (including all equityholder and board of director (or comparable entity management body) authorizations) required in connection with the execution, delivery and performance by the Borrower and the Guarantors such Person and the validity against the Borrower and the Guarantors such Person of the Loan Documents to which they are it is a party, and such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xvii) a certificate signed by a Responsible Officer of the Borrower or its General Partner certifying (A) that the conditions specified set forth in Sections 4.01(cSection 4.01(b) have been satisfiedand (c) shall be true and correct, and (B) that there does not exist any pending or threatened litigation, proceeding under any Debtor Relief Law, or other proceeding in respect of the Borrowing Loans or the Loan Parties that could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xiviii) the Initial Financial Statements; (xii) the Pro Forma Financial Statements; and (xiiiix) the Solvency Certificate executed by the Chief Executive Financial Officer of the Borrower; and (x) a Loan Notice in accordance with Section 2.02. (b) The Drop Down shall, substantially concurrently with the funding As of the LoansClosing Date, be consummated in accordance with the terms each of the Contribution Agreement, without giving effect to representations and warranties made by the Borrower or any modification, consent Subsidiary in or waiver thereto that is material and adverse pursuant to the interests Loan Documents shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects), as if made on and as of the Arrangers or Lenders without the prior written consent such date, except for any representations and warranties made as of a majority specified date, which shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects) as of the Arrangers (not to be unreasonably withheld or delayed)such specified date. (c) The Borrower shall have received net proceeds At the time of approximately $750,000,000 from the PIPE Offering prior and immediately after giving effect to the funding Closing Date and the making of the Loans, no Default or Event of Default shall have occurred and be continuing. (d) The Any fees required to be paid by the Borrower and its Subsidiaries on or before the Closing Date shall have obtained an amendment to the Revolving Credit Agreement amending the provisions of the Revolving Credit Agreement to the extent necessary to permit the Transactionsbeen paid. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least two (2) days Business Days (or such later date reasonably acceptable to the Borrower) prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (f) The Specified Representations shall be true and correct in all material respects (except to To the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, requested in which case, it shall be true and correct in all respects). (g) The Lenders shall have received writing at least five ten (510) days Business Days prior to the Closing Date, the Borrower and each Subsidiary party to a Loan Document shall have provided to the extent requested at least seven Administrative Agent and the Lenders (7i) days prior to the Closing Date, all documentation and other information required requested by regulatory authorities under the Administrative Agent or any other Lender in order to comply with requirements of any Anti-Money Laundering Laws, including, without limitation, the PATRIOT Act and any applicable “know your customer” and anti-money laundering rules and regulationsregulations and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, including a Beneficial Ownership Certification in respect thereto, in each case, at least three (3) Business Days prior to the USA PATRIOT ActClosing Date. (g) Since December 31, 2018, no event or circumstance has occurred that has had a Material Adverse Effect. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has executed and delivered this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Loans. No Lender shall have any The obligation of the Lenders to make its Loan under Section 2.01 until the Loans is subject to the prior or concurrent satisfaction of each of the following conditions precedent have been satisfied or waived in accordance with Section 10.01conditions: (a) On or before the Closing Date, all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Lenders, and the Lenders or their counsel shall have received on behalf of the Lenders the following items, each of which shall be in form and substance satisfactory to the Lenders and, unless otherwise noted, dated the Closing Date: (i) a certified copy of the each Loan Party’s charter, together with a certificate of status, compliance, good standing or like certificate with respect to each Loan Party issued by the appropriate government officials of the jurisdiction of its incorporation and of each jurisdiction in which it owns any material assets or carries on any material business, each to be dated a recent date prior to the Closing Date; (ii) a copy of each Loan Party’s by-laws, certified as of the Closing Date by its Secretary or one of its Assistant Secretaries; (iii) resolutions of each Loan Party’s Board of Directors approving and authorizing the execution, delivery and performance of each of this Agreement, each of the other Loan Documents to which it is a party and any other documents, instruments and certificates required to be executed by such Loan Party in connection herewith and therewith and (in the case of the Borrower) approving and authorizing the execution, delivery and payment of the Notes, each certified as of the Closing Date by one of its Officers as being in full force and effect without modification or amendment; (iv) signature and incumbency certificates of each Loan Party’s officers executing the Loan Documents to which it is a party; (v) executed copies of this Agreement and the Notes substantially in the form of Exhibit I annexed hereto executed in accordance with Section 2.1(d) drawn to the order of the Lenders and with appropriate insertions; (vi) an originally executed Notice of Borrowing substantially in the form of Exhibit IV annexed hereto, signed by the President or a Vice President of the Borrower on behalf of the Borrower and delivered to the Lenders; (vii) originally executed copies of one or more favorable written opinions of (A) Gxxxxx, Dxxx & Cxxxxxxx LLP, counsel for the Loan Parties and JFL, substantially in the form of Exhibit V annexed hereto (or otherwise in form and substance satisfactory to the Lenders) and addressed to the Lenders and the Collateral Agent, and (B) such other opinions of counsel and such certificates or opinions of accountants, appraisers or other professionals as the Lenders shall have requested; (viii) a Solvency Certificate executed by the chief financial officer of the Borrower; (ix) originally executed copies of the Pledge and Security Agreement, executed and delivered by each Loan Party, dated as of the Closing Date, substantially in the form of Exhibit II annexed hereto; (x) certificates representing the Capital Stock of each entity pledged pursuant to the Pledge and Security Agreement (which certificates shall be accompanied by irrevocable, undated stock powers, duly endorsed in blank and otherwise satisfactory in all respects to the Lenders); (xi) a completed Collateral Questionnaire dated the Closing Date and executed by an Officer of each Loan Party; (A) the results of a recent search, by a Person satisfactory to the Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any each Loan Party in the jurisdictions specified by the Collateral Agent, together with copies of all such filings disclosed by such search, (B) an executed “pay-off” letter with respect to the debt under the Existing Credit Facilities satisfactory in all respects to the Lenders and (C) UCC termination statements (or similar documents) for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (xiii) evidence that each Loan Party and JFL shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Lenders; (xiv) a certificate from the Borrower’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.4 is in full force and effect and that the Collateral Agent has been named as additional insured and loss payee thereunder to the extent required under Section 5.4; and (xv) resolutions of the Board of Directors or similar governing body of JFL and its General Partner, in each case approving and authorizing the execution, delivery and performance of each of the Loan Documents to which JFL is a party and any other documents, instruments and certificates required to be executed by JFL in connection therewith, each certified as of the Closing Date by one of its Officers as being in full force and effect without modification or amendment; (xvi) signature and incumbency certificates of JFL’s officers executing the Loan Documents to which it is a party; (xvii) originally executed copies of the JFL Guaranty and the JFL Cash Collateral Agreement, executed and delivered by JFL, dated as of the Closing Date; and (xviii) all such counterpart originals or certified copies of such other documents, instruments, certificates and opinions as the Lenders may reasonably request. (b) The Administrative Agent Lenders shall be satisfied that neither Holdings nor any of its Subsidiaries has paid any amendment, waiver, consent or other fee or any administrative changes or increased interest payments to the lenders or agents for any purpose under the Existing Credit Facilities since December 31, 2002 except, in each case, as acceptable to the Lenders and disclosed to the Lenders in writing prior to the Closing Date. (c) The Lenders shall have received and be satisfied in all respects with a fully executed copy of the Exchange Agreement and all opinions, documents and certificates delivered in connection therewith. (d) The Lenders shall have completed, and be satisfied with the results of, due diligence investigations of Holdings and its Subsidiaries relating to incurrence of the Loans under the Loan Documents. (e) The corporate, tax, capital and ownership structure (including articles of incorporation and by-laws), shareholders agreements and management of Holdings and its Subsidiaries shall be satisfactory to the Lenders in all respects. (f) The Collateral Agent, for the benefit of the Lenders, shall have been granted first priority perfected liens to the extent required and described in the Loan Documents and shall have received such other reports, documents and agreements as are customarily delivered in connection with similar secured transactions or as the Lenders shall have deemed appropriate. (g) Each Loan Party and JFL shall have received all governmental, shareholder and third party consents and approvals necessary or desirable in connection with the financings and other transactions contemplated hereby and expiration of all applicable waiting periods without any action being taken by any competent authority that could restrain, prevent or impose any materially adverse conditions on the financings and other transactions contemplated hereby, and no such Law or regulation shall be applicable which in the reasonable judgment of any Lender could have any such effect. (h) The Lenders shall have received (i) consolidated and consolidating pro forma balance sheet of Holdings and its Subsidiaries as of Mxxxx 00, 0000, (xx) consolidated and consolidating income statements of Holdings and its Subsidiaries as of March 31, 2003, and (iii) projected financial statements (including balance sheets and statements of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries) for the fiscal quarters ending June 30, 2003, September 30, 2003 and December 27, 2003, and such balance sheets, income statements and projections shall be satisfactory in all respects to the Lenders. (i) The Lenders shall have received consolidated financial statements of Holdings, including balance sheets and income and cash flow statements as of the followingend of and for the fiscal years ending December 29, each dated 2001 and December 28, 2002, audited by the Closing Date Auditors and prepared in conformity with GAAP, together with the Auditor’s report thereon satisfactory in all respects to the Lenders, and all such financial statements shall be satisfactory in all respects to the Lenders (or, in the case of certificates of governmental officialsthe Auditor’s report relating to the financial statements for the fiscal year ending December 28, 2002, a recent draft of such Auditor’s report thereon satisfactory in all respects to the Lenders, and the Lenders shall have had, and be satisfied in all respects with, discussions with the Auditor regarding the content and delivery thereof). (j) No event or occurrence shall have occurred which has resulted or could reasonably be expected to result in a Material Adverse Effect since December 28, 2002 or in the facts and information as represented to date (other than failure by Holdings to deliver the report due under Sections 7.01(a)(ii) and 7.01(a)(xiv) of the Existing Financing Agreement and the failure by Holdings to deliver the notices of default relating to the foregoing under Section 7.01(a)(ix) of the Existing Financing Agreement, all of which has been disclosed to the Lenders). (k) There shall be no action, suit, investigation, claim, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that (x) purports to affect the Loans or the Notes or the other Loan Documents or (y) that has had or could reasonably be expected to have or result in a Material Adverse Effect. (l) As of the Closing Date, Holdings and its Subsidiaries shall have no outstanding Indebtedness (except for Indebtedness described on Schedule B annexed hereto) and shall have terminated any commitments to lend or make other extensions of credit under the Existing Credit Facilities. Any and all security interests in the assets of Holdings and its Subsidiaries granted in favor of holders of Indebtedness (other than Permitted Liens) shall have been terminated. (m) On or before the Closing Date) and in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of this Agreement executed by the Borrower and each Lender; (ii) the Collateral Agency Agreement executed by the parties thereto; (iii) the Pledge and Security Agreement executed by the parties thereto; (iv) each of the ETP Retail Holdings Guaranty and the Subsidiary Guaranty, each executed by the parties thereto; (v) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (vi) such certificate of resolutions or other action, incumbency certificate and/or other certificates of Responsible Officers of the Borrower and each Guarantor 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 the Borrower or such Guarantor is a party; (vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor are duly organized or formed, and that the Borrower and each Guarantor are validly existing, in good standing and qualified to engage in business in its jurisdiction of formation; (viii) a customary opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Borrower and the Guarantors, in form and substance reasonably satisfactory to Administrative Agent, addressed to the Administrative Agent and each Lender; (ix) a certificate of a Responsible Officer of the Borrower and each Guarantor either (A) certifying that all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the Guarantors and the validity against the Borrower and the Guarantors of the Loan Documents to which they are a party, and such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.01(c) have been satisfied, and (B) that there does not exist any pending or threatened litigation, proceeding under any Debtor Relief Law, or other proceeding in respect of the Borrowing or the Loan Parties that could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xi) the Initial Financial Statements; (xii) the Pro Forma Financial Statements; and (xiii) the Solvency Certificate executed by the Chief Executive Officer of the Borrower. (b) The Drop Down shall, substantially concurrently with the funding of the Loans, be consummated in accordance with the terms of the Contribution Agreement, without giving effect to any modification, consent or waiver thereto that is material and adverse to the interests of the Arrangers or Lenders without the prior written consent of a majority of the Arrangers (not to be unreasonably withheld or delayed). (c) The Borrower shall have received net proceeds of approximately $750,000,000 from the PIPE Offering prior to the funding of the Loans. (d) The Borrower shall have obtained an amendment to the Revolving Credit Agreement amending the provisions of the Revolving Credit Agreement to the extent necessary to permit the Transactions. (e) Unless waived by the Administrative Agent, the Borrower shall have paid to the Lenders and the Collateral Agent (i) all feesfees payable under Section 2.3(a) and (ii) the fees and expenses incurred by the Lenders and the Collateral Agent in connection with the negotiation, charges preparation, execution and disbursements delivery of the Loan Documents and the transactions related thereto (including the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent to the extent invoiced at least two (2) days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Lenders and the Administrative Collateral Agent). (fn) On or before the Closing Date, each Loan Party shall have performed all agreements which this Agreement provides shall be performed on or before the Closing Date. (o) On or before the Closing Date, the Borrower shall have delivered to the Lenders an Officers’ Certificate from the Borrower in form and substance satisfactory to the Lenders, certifying as to the matters specified in Sections 3.1(n), 3.1(p) and 3.1(q) and that the other conditions set forth in this Section 3.1 are satisfied on and as of the Closing Date. (p) The Specified Representations shall be true representations and warranties in Section 4 are true, correct and complete in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (except with respect to all other representations and warranties) on and as of the Closing Date to the same extent any such representation as though made on and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects)as of that date. (gq) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by the Notice of Borrowing which would constitute a Default or Event of Default. (r) The Lenders making of the Loans in the manner contemplated in this Agreement shall not violate the applicable provisions of Regulation T, U or X of the Board or any other regulation of the Board. (s) U.S. Bank National Association, in its capacity as the account custodian on behalf of the Collateral Agent under the JFL Cash Collateral Agreement, shall have received from JFL an amount equal to at least five $4,800,000 in immediately available funds in the Account (5) days prior to as defined in, and in accordance with the Closing Dateterms of, to the extent requested at least seven (7) days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActJFL Cash Collateral Agreement).

Conditions to Loans. No Lender shall have any obligation to make its Loan under Section 2.01 until the following conditions precedent have been satisfied or waived in accordance with Section 10.01: (a) The Administrative Agent shall have received all of the following, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of (A) this Agreement executed by the Borrower Borrower, the Administrative Agent and each Lender; the Lenders listed on the signature pages to this Agreement, (iiB) the Collateral Agency Agreement executed by the parties theretoCollateral Agent, the Revolving Administrative Agent, the Administrative Agent and the Indenture Trustee and (C) the other Collateral Documents executed by the Borrower, the Additional Grantors (as defined in the Pledge Agreement) and the Collateral Agent, as applicable; (iii) the Pledge and Security Agreement executed by the parties thereto; (iv) each of the ETP Retail Holdings Guaranty and the Subsidiary Guaranty, each executed by the parties thereto; (vii) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (viiii) all UCC financing statements and other documents or instruments necessary or advisable to perfect the security interests created by the Pledge Agreement; (iv) such certificate certificates of resolutions or other action, incumbency certificate certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor Restricted Person as the Administrative Agent may reasonably require require, in form and substance reasonably satisfactory to the Administrative Agent, 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 the Borrower or such Guarantor Restricted Person is a party; (viiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor are Restricted Person is duly organized or formed, and that the Borrower and each Guarantor are Restricted Person is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of formationproperties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viiivi) a customary favorable opinion of each of (A) Xxxxxx & Xxxxxxx LLP, counsel to the Borrower Restricted Persons and (B) the GuarantorsGeneral Counsel of ETP, LLC, in each case in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each Lender; and the Borrower hereby requests such counsel to deliver such opinion; (ix) a certificate of a Responsible Officer of the Borrower and each Guarantor either (A) certifying that all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the Guarantors and the validity against the Borrower and the Guarantors of the Loan Documents to which they are a party, and such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified set forth in Sections 4.01(cSection 4.01(b), (d) have been satisfied, and (Be) that there does not exist any pending or threatened litigation, proceeding under any Debtor Relief Law, or other proceeding in respect of the Borrowing or the Loan Parties that could shall be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effecttrue and correct; (xiviii) the Initial Financial Statements; (xii) the Pro Forma Financial Statements; and (xiiiix) the Solvency Certificate executed by the Chief Executive Financial Officer of the Borrower; (x) a duly executed copy of the Revolving Credit Agreement, effective as of the Closing Date; and (xi) customary payoff letters in connection the repayment of indebtedness described under clause (a) of the definition of Refinancing herein. (b) The Drop Down shall, substantially concurrently with the funding of the Loans, be consummated in accordance with the terms of the Contribution Agreement, without After giving effect to this Agreement, the Transactions and the other transactions contemplated hereby, the Borrower shall not have any modificationIndebtedness for borrowed money or preferred Equity Interests other than (i) the Obligations, consent or waiver thereto that is material and adverse (ii) the Senior Note Obligations, (iii) the obligations pursuant to the interests of Revolving Credit Agreement, (iv) Indebtedness incurred under agreements and instruments set forth on the Arrangers or Lenders without most recent applicable periodic filing made by the prior written consent of a majority of Borrower with the Arrangers Securities and Exchange Commission and (not to be unreasonably withheld or delayed)v) Indebtedness permitted under Sections 7.01. (c) The Borrower shall have received net proceeds of approximately $750,000,000 from the PIPE Offering prior to the funding of the Loans. (d) The Borrower shall have obtained an amendment to the Revolving Credit Agreement amending the provisions of the Revolving Credit Agreement to the extent necessary to permit the Transactions. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least two (2) days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (fd) The Specified Representations Each of the representations and warranties made by any Restricted Person in or pursuant to the Loan Documents shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects). (ge) No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on the Closing Date. (f) The Lenders shall have received at least five three (53) days Business Days prior to the Closing Date, to the extent requested at least seven five (75) days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section, each Lender that has executed and delivered this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Loans. No Lender shall have any obligation to make its Loan under Section 2.01 until the following conditions precedent have been satisfied or waived in accordance with Section 10.01: (a) The Administrative Agent shall have received all of the following, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of (A) this Agreement executed by the Borrower Borrower, the Administrative Agent and each Lenderthe Lenders listed on the signature pages to this Agreement and (B) the Guaranty executed by the Guarantors and the Administrative Agent; (ii) the Collateral Agency Agreement executed by the parties thereto; (iii) the Pledge and Security Agreement executed by the parties thereto; (iv) each of the ETP Retail Holdings Guaranty and the Subsidiary Guaranty, each executed by the parties thereto; (v) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (viiii) such certificate certificates of resolutions or other action, incumbency certificate certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor Restricted Person as the Administrative Agent may reasonably require require, in form and substance reasonably satisfactory to the Administrative Agent, 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 the Borrower or such Guarantor Restricted Person is a party; (viiiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor are Restricted Person is duly organized or formed, and that the Borrower and each Guarantor are Restricted Person is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of formationproperties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viiiv) a customary favorable opinion of each of (A) Xxxxxx & Xxxxxxx LLP, counsel to the Borrower Restricted Persons and (B) the GuarantorsGeneral Counsel of the Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each Lender; and the Borrower hereby requests such counsel to deliver such opinion; (ix) a certificate of a Responsible Officer of the Borrower and each Guarantor either (A) certifying that all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the Guarantors and the validity against the Borrower and the Guarantors of the Loan Documents to which they are a party, and such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xvi) a certificate signed by a Responsible Officer of the Borrower certifying that (A) that the conditions specified in Sections 4.01(c) have been satisfiedAcquisition and the other transactions contemplated thereunder are being consummated simultaneously with the funding of the Loans on the Closing Date, and (B) there has been no event, change, effect, development, condition or occurrence since December 31, 2010 that there does not exist any pending has had or threatened litigation, proceeding under any Debtor Relief Law, or other proceeding in respect of the Borrowing or the Loan Parties that could would reasonably be reasonably expected to have, either individually or in the aggregate, a Company Material Adverse EffectEffect and (C) attached thereto are true and complete copies of the executed Merger Agreement, and all exhibits and schedules thereto; (xivii) the Initial Financial Statements; (xii) the Pro Forma Borrower Financial Statements; and (xiiiviii) the Solvency Certificate executed by the Chief Executive Financial Officer of the Borrower. (b) The Drop Down shall, substantially concurrently with the funding Borrower shall have delivered a pro forma Consolidated balance sheet and related pro forma Consolidated statements of income and cash flows of the Loans, be consummated in accordance with Borrower as of and for the terms 12 month period ending on the last day of the Contribution Agreementmost recently completed four Fiscal Quarter period for which financial statements have been delivered pursuant to Section 4.01(a)(viii), without prepared after giving effect to this Agreement and the Acquisition as if they had occurred as of the date of such Consolidated balance sheet (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements). (c) The Merger Agreement shall not have been amended or modified since July 19, 2011, and that no condition therein shall have been waived or any modificationconsent shall have been granted since July 19, consent or waiver thereto 2011 in any respect that is material and adverse to the interests of the Arrangers or Lenders without the Administrative Agent’s prior written consent of a majority of the Arrangers (such consent not to be unreasonably withheld or delayed). (cd) The After giving effect to this Agreement, the Acquisition and the other transactions contemplated hereby and thereby, the Borrower shall not have received net proceeds of approximately $750,000,000 from any Indebtedness for borrowed money or preferred Equity Interests other than (i) the PIPE Offering prior to Obligations, (ii) the funding of Permanent Debt Financing, if any, (iii) the Loans. Senior Note Indebtedness and any Senior Note Refinancing Indebtedness, (div) The Borrower shall have obtained an amendment to the Restructuring Preferred Units, (v) the Revolving Credit Agreement amending and any amendment, modification, refinancing, restatement or replacement thereof, (vi) Indebtedness incurred under agreements and instruments set forth on the provisions of most recent applicable periodic filing made by the Revolving Credit Agreement to Borrower with the extent necessary to permit the TransactionsSecurities and Exchange Commission, and (vii) Indebtedness permitted under Sections 7.01(b) and (h). (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least two (2) days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (f) The Specified Representations shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects). (g) The Lenders shall have received at least five (5) days Business Days prior to the Closing Date, to the extent requested at least seven (7) days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section, each Lender that has executed and delivered this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Loans. No Lender shall have any obligation to make its Loan under Section 2.01 until the following conditions precedent have been satisfied or waived in accordance with Section 10.01: (a) The Administrative Agent shall have received all of the following, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of (A) this Agreement executed by the Borrower, the Administrative Agent and the Lenders listed on the signature pages to this Agreement, and (B) the Collateral Agency Joinder Agreement executed by the Borrower and each Lenderthe Administrative Agent; (ii) the Collateral Agency Agreement executed by the parties thereto; (iii) the Pledge and Security Agreement executed by the parties thereto; (iv) each of the ETP Retail Holdings Guaranty and the Subsidiary Guaranty, each executed by the parties thereto; (v) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (viiii) all UCC financing statements and other documents or instruments necessary or advisable to perfect the security interests created by the Pledge Agreement; (iv) such certificate certificates of resolutions or other action, incumbency certificate certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor Restricted Person as the Administrative Agent may reasonably require require, in form and substance reasonably satisfactory to the Administrative Agent, 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 the Borrower or such Guarantor Restricted Person is a party; (viiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor are Restricted Person is duly organized or formed, and that the Borrower and each Guarantor are Restricted Person is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of formationproperties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viiivi) a customary favorable opinion of each of (A) Xxxxxx & Xxxxxxx LLP, counsel to the Borrower Restricted Persons and (B) the GuarantorsGeneral Counsel of ETP, LLC, in each case in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each Lender; and the Borrower hereby requests such counsel to deliver such opinion; (ix) a certificate of a Responsible Officer of the Borrower and each Guarantor either (A) certifying that all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the Guarantors and the validity against the Borrower and the Guarantors of the Loan Documents to which they are a party, and such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified set forth in Sections 4.01(cSection 4.01(b), (d) have been satisfied, and (Be) that there does not exist any pending or threatened litigation, proceeding under any Debtor Relief Law, or other proceeding in respect of the Borrowing or the Loan Parties that could shall be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effecttrue and correct; (xiviii) the Initial Financial Statements; (xii) the Pro Forma Financial Statements; and (xiiiix) the Solvency Certificate executed by the Chief Executive Financial Officer of the Borrower. (b) The Drop Down shall, substantially concurrently with the funding of the Loans, be consummated in accordance with the terms of the Contribution Agreement, without After giving effect to this Agreement, the Transactions to occur on the Closing Date and the other transactions contemplated hereby, the Borrower shall not have any modification, consent Indebtedness for borrowed money or waiver thereto that is material and adverse to the interests of the Arrangers or Lenders without the prior written consent of a majority of the Arrangers (not to be unreasonably withheld or delayed).preferred Equity Interests other than (ci) The Borrower shall have received net proceeds of approximately $750,000,000 from the PIPE Offering prior to Obligations, (ii) the funding of Senior Note Obligations, (iii) the Loans. (d) The Borrower shall have obtained an amendment obligations pursuant to the Revolving Credit Agreement amending Agreement, (iv) the provisions of Existing Term Loan Obligations, (v) Indebtedness incurred under agreements and instruments set forth on the Revolving Credit Agreement to the extent necessary to permit the Transactions. (e) Unless waived most recent applicable periodic filing made by the Administrative Agent, Borrower with the Borrower shall have paid all fees, charges Securities and disbursements of counsel to the Administrative Agent to the extent invoiced at least two Exchange Commission and (2vi) days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)Indebtedness permitted under Sections 7.01. (f) The Specified Representations shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects). (g) The Lenders shall have received at least five (5) days prior to the Closing Date, to the extent requested at least seven (7) days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

Conditions to Loans. No Lender shall have any obligation to make its Loan under Section 2.01 until the following conditions precedent have been satisfied or waived in accordance with Section 10.01: (a) The Administrative Agent shall have received all of the following, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of (A) this Agreement executed by the Borrower, the Administrative Agent and the Lenders listed on the signature pages to this Agreement, and (B) the Collateral Agency Joinder Agreement executed by the Borrower and each Lenderthe Administrative Agent; (ii) the Collateral Agency Agreement executed by the parties thereto; (iii) the Pledge and Security Agreement executed by the parties thereto; (iv) each of the ETP Retail Holdings Guaranty and the Subsidiary Guaranty, each executed by the parties thereto; (v) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (viiii) all UCC financing statements and other documents or instruments necessary or advisable to perfect the security interests created by the Pledge Agreement; (iv) such certificate certificates of resolutions or other action, incumbency certificate certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor Restricted Person as the Administrative Agent may reasonably require require, in form and substance reasonably satisfactory to the Administrative Agent, 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 the Borrower or such Guarantor Restricted Person is a party; (viiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor are Restricted Person is duly organized or formed, and that the Borrower and each Guarantor are Restricted Person is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of formationproperties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viiivi) a customary favorable opinion of each of (A) Xxxxxx & Xxxxxxx LLP, counsel to the Borrower Restricted Persons and (B) the GuarantorsGeneral Counsel of ETP, LLC, in each case in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each Lender; and the Borrower hereby requests such counsel to deliver such opinion; (ix) a certificate of a Responsible Officer of the Borrower and each Guarantor either (A) certifying that all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the Guarantors and the validity against the Borrower and the Guarantors of the Loan Documents to which they are a party, and such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified set forth in Sections 4.01(cSection 4.01(b), (d) have been satisfied, and (Be) that there does not exist any pending or threatened litigation, proceeding under any Debtor Relief Law, or other proceeding in respect of the Borrowing or the Loan Parties that could shall be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effecttrue and correct; (xiviii) the Initial Financial Statements; (xii) the Pro Forma Financial Statements; and (xiiiix) the Solvency Certificate executed by the Chief Executive Financial Officer of the Borrower; and (x) customary payoff letters and withdrawal letters in respect of the Collateral Agency Agreement in connection with the repayment of indebtedness as described in the definition of Refinancing herein. (b) The Drop Down shall, substantially concurrently with the funding of the Loans, be consummated in accordance with the terms of the Contribution Agreement, without After giving effect to this Agreement, the Transactions to occur on the Closing Date and the other transactions contemplated hereby, the Borrower shall not have any modificationIndebtedness for borrowed money or preferred Equity Interests other than (i) the Obligations, consent or waiver thereto that is material and adverse (ii) the Senior Note Obligations, (iii) the obligations pursuant to the interests of Revolving Credit Agreement, (iv) Indebtedness incurred under agreements and instruments set forth on the Arrangers or Lenders without most recent applicable periodic filing made by the prior written consent of a majority of Borrower with the Arrangers Securities and Exchange Commission and (not to be unreasonably withheld or delayed)v) Indebtedness permitted under Sections 7.01. (c) The Borrower shall have received net proceeds of approximately $750,000,000 from the PIPE Offering prior to the funding of the Loans. (d) The Borrower shall have obtained an amendment to the Revolving Credit Agreement amending the provisions of the Revolving Credit Agreement to the extent necessary to permit the Transactions. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least two (2) days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (fd) The Specified Representations Each of the representations and warranties made by any Restricted Person in or pursuant to the Loan Documents shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects). (ge) No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on the Closing Date. (f) The Lenders shall have received at least five three (53) days Business Days prior to the Closing Date, to the extent requested at least seven five (75) days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section, each Lender that has executed and delivered this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Loans. No The agreement of each Lender shall have any obligation to make its the Loan under Section 2.01 until requested to be made by it is subject to the satisfaction on the Closing Date of the following conditions precedent have been satisfied or waived in accordance with Section 10.01precedent: (a) The Unless waived by all the Lenders, the Administrative Agent shall have received all Agent's receipt of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Officer of the Borrower or a Guarantor, as the case may be, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement executed by Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, the Borrower and each LenderGuarantor; (ii) the Collateral Agency Agreement executed by the parties thereto; (iii) the Pledge and Security Agreement executed by the parties thereto; (iv) each of the ETP Retail Holdings Guaranty and the Subsidiary Guaranty, each executed by the parties thereto; (v) a Note Notes executed by the Borrower in favor of each Lender requesting such a Note reasonably Note, each in advance of the Closing Datea principal amount equal to such Lender's Commitment; (viiii) such certificate certificates of resolutions or other action, incumbency certificate certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor and/or any of the Guarantors as the Administrative Agent may reasonably require evidencing to evidence the identityidentities, 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 the Borrower or such Guarantor is a partyDocuments; (viiiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower and each Guarantor are is duly organized or formed, and that the Borrower and each Guarantor are validly existing, in good standing and qualified to engage in business in its each jurisdiction in which it is required to be qualified to engage in business to the extent the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certified copies of formation; (viii) a customary opinion the organization documents, certificates of Xxxxxx & Xxxxxxx LLP, counsel good standing and/or qualification to engage in business with respect to the Borrower and the Guarantors, in form and substance reasonably satisfactory to Administrative Agent, addressed to the Administrative Agent and each Lender; (ix) a certificate of a Responsible Officer of the Borrower and each Guarantor either (A) certifying that all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the Guarantors and the validity against the Borrower and the Guarantors of the Loan Documents to which they are a party, and such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xv) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.01(csubsections 5.1(d) and (e) have been satisfied, and (B) that there does not exist any is no event or circumstance, or action, suit, investigation or proceeding pending or threatened litigationin any court or before any arbitrator or Governmental Authority, proceeding under any Debtor Relief Lawsince December 27, 2003 which has or other proceeding in respect of the Borrowing or the Loan Parties that could be reasonably expected to have, either individually or in the aggregate, have a Material Adverse Effect; (xivi) an opinion of counsel to the Initial Financial StatementsBorrower and the Guarantors in substantially in the form set forth in Exhibit D; (xiivii) the Pro Forma Financial StatementsTransaction shall have been or shall concurrently be consummated for aggregate consideration not to exceed E270,000,000; (viii) a compliance certificate in the form attached hereto as Exhibit E, signed by a Responsible Officer of the Borrower dated as of the Closing Date demonstrating compliance with the financial covenants contained in subsection 7.1 as of the end of the fiscal quarter most recently ended prior to the Closing Date; and (xiiiix) such other assurances, certificates, documents, consents or opinions as the Solvency Certificate executed by Administrative Agent or the Chief Executive Officer of the BorrowerMajority Lenders may reasonably require. (b) The Drop Down shall, substantially concurrently with the funding of the Loans, be consummated in accordance with the terms of the Contribution Agreement, without giving effect to any modification, consent or waiver thereto that is material and adverse to the interests of the Arrangers or Lenders without the prior written consent of a majority of the Arrangers (not Any fees required to be unreasonably withheld paid on or delayed)before the Closing Date shall have been paid. (c) The Borrower shall have received net proceeds of approximately $750,000,000 from the PIPE Offering prior to the funding of the Loans. (d) The Borrower shall have obtained an amendment to the Revolving Credit Agreement amending the provisions of the Revolving Credit Agreement to the extent necessary to permit the Transactions. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent to the extent invoiced at least two (2) days prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (fd) The Specified Representations Each of the representations and warranties made by the Borrower or any Guarantor in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Closing Date (except to the extent any or, if such representation and or warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifierexpressly stated to have been made as of a specific date, in which case, it shall be true and correct in all respectsas of such specific date). (ge) The Lenders No Default or Event of Default shall have received at least five occurred and be continuing on such date or after giving effect to the Loans requested to be made. (5f) days In the good faith judgment of the Administrative Agent and the Lenders: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Closing DateDate that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a Material Adverse Effect; and (iii) the extent requested at least seven Borrower shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices, as shall be required to consummate the Transaction and the other transactions contemplated hereby without the occurrence of any material default under, conflict with or violation of (7A) days prior any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which the Closing DateBorrower, all documentation the Target or any Subsidiary is a party or by which any of them or their properties is bound other than any dispositions required to be made in connection with regulatory approvals and other information required by regulatory authorities permitted under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Actsubsection 7.4(f).

Conditions to Loans. No Lender shall have any obligation to make its Loan under Section 2.01 until the following conditions precedent have been satisfied or waived in accordance with Section 10.01: (a) The Administrative Agent shall have received all of the following, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of (A) this Agreement executed by the Borrower Borrower, the Administrative Agent and each Lender; the Lenders listed on the signature pages to this Agreement, (iiB) to the extent required, the Guaranty executed by the Guarantors and the Administrative Agent, (C) the Collateral Agency Agreement executed by the parties theretoCollateral Agent, the Revolving Administrative Agent, the Administrative Agent and the Trustee and (D) the other Collateral Documents executed by the Borrower, the Additional Grantors (as defined in the Pledge Agreement) and the Collateral Agent, as applicable; (iii) the Pledge and Security Agreement executed by the parties thereto; (iv) each of the ETP Retail Holdings Guaranty and the Subsidiary Guaranty, each executed by the parties thereto; (vii) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Funding Date; (viiii) all UCC financing statements and other documents or instruments necessary or advisable to perfect the security interests created by the Pledge Agreement; (iv) such certificate certificates of resolutions or other action, incumbency certificate certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor Restricted Person as the Administrative Agent may reasonably require require, in form and substance reasonably satisfactory to the Administrative Agent, 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 the Borrower or such Guarantor Restricted Person is a party; (viiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor are Restricted Person is duly organized or formed, and that the Borrower and each Guarantor are Restricted Person is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of formationproperties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viiivi) a customary favorable opinion of each of (A) Xxxxxx & Xxxxxxx LLP, counsel to the Borrower Restricted Persons and (B) the GuarantorsGeneral Counsel of ETP, LLC, in each case in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each Lender; and the Borrower hereby requests such counsel to deliver such opinion; (ix) a certificate of a Responsible Officer of the Borrower and each Guarantor either (A) certifying that all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the Guarantors and the validity against the Borrower and the Guarantors of the Loan Documents to which they are a party, and such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xvii) a certificate signed by a Responsible Officer of the Borrower certifying that (A) the Acquisition and the other transactions contemplated under the Merger Agreement are being consummated simultaneously with the funding of the Loans on the Funding Date, (B) the Merger Agreement has not been amended or modified since July 19, 2011, and that no condition therein has been waived or any consent granted since July 19, 2011, in each case, in any respect that is material and adverse to the conditions specified in Sections 4.01(c) have been satisfiedLenders without the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld or delayed), and (BC) there has been no event, change, effect, development, condition or occurrence since December 31, 2010 that there does not exist any pending has had or threatened litigation, proceeding under any Debtor Relief Law, or other proceeding in respect of the Borrowing or the Loan Parties that could would reasonably be reasonably expected to have, either individually or in the aggregate, a Company Material Adverse Effect; (xiviii) the Initial Borrower Financial Statements; (xiiix) the Pro Forma Financial Statements; and[Reserved]; (xiiix) the Solvency Certificate executed by the Chief Executive Financial Officer of the Borrower; and (xi) either (i) a duly executed copy of Amendment No. 2 to the Revolving Credit Agreement, effective as of the Closing Date or (ii) evidence satisfactory to it that (A) all Revolving Loans (as defined in the Revolving Credit Agreement as in effect on the Closing Date) shall have been or shall concurrently be repaid in full, together with any accrued interest thereon and any accrued fees payable pursuant to the Revolving Credit Agreement as in effect on the Closing Date, and (B) the commitments of the Revolving Lenders under the Revolving Credit Agreement as in effect on the Closing Date shall have been or shall concurrently be terminated. (b) The Drop Down shall, substantially concurrently with the funding of the Loans, be consummated in accordance with the terms of the Contribution Agreement, without After giving effect to this Agreement, the Acquisition and the other transactions contemplated hereby and thereby, the Borrower shall not have any Indebtedness for borrowed money or preferred Equity Interests other than (i) the Obligations, (ii) the Senior Note Obligations, (iii) the Restructuring Preferred Units, (iv) the obligations pursuant to the Revolving Credit Agreement and any amendment, modification, consent refinancing, restatement or waiver thereto that is material replacement thereof, (v) Indebtedness incurred under agreements and adverse to instruments set forth on the interests of most recent applicable periodic filing made by the Arrangers or Lenders without Borrower with the prior written consent of a majority of the Arrangers Securities and Exchange Commission and (not to be unreasonably withheld or delayedvi) Indebtedness permitted under Sections 7.01(b) and (h). (c) The Borrower shall have received net proceeds of approximately $750,000,000 from the PIPE Offering prior to the funding of the Loans. (d) The Borrower shall have obtained an amendment to the Revolving Credit Agreement amending the provisions of the Revolving Credit Agreement to the extent necessary to permit the Transactions. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least two (2) days prior to the Closing Funding Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (f) The Specified Representations shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects). (gd) The Lenders shall have received at least five three (53) days Business Days prior to the Closing Funding Date, to the extent requested at least seven five (75) days Business Days prior to the Closing Funding Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (e) The ratio of (i) Value on such date to (ii) the principal amount of Loans, the outstanding principal amount of the Revolving Loans, LC Obligations (as defined in the Revolving Credit Agreement), the principal amount of the Senior Notes, and Hedging Termination Value of Lender Hedging Obligations and Other Hedging Obligations on such date is not less than 2.0 to 1.0. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section, each Lender that has executed and delivered this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Funding Date specifying its objection thereto.