Common use of Existing Indebtedness Clause in Contracts

Existing Indebtedness. (a) There are no material agreements, documents or other instruments evidencing or securing Indebtedness of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Existing Indebtedness. (a) There are no material agreementsOn the Initial Borrowing Date and after giving effect to the Vanstar Merger and the Loans incurred on the Initial Borrowing Date, documents or other instruments evidencing or securing Indebtedness of neither the Company, Borrower nor any of its Subsidiaries orshall have any Indebtedness outstanding except for Indebtedness permitted under Section 8.04 or any preferred stock outstanding except the Trust Preferred Securities. On and as of the Initial Borrowing Date (and after giving effect thereto), all of the Existing Indebtedness shall remain outstanding without any default or event of default existing or arising thereunder. (i) On the Initial Borrowing Date, the total commitments in respect of Existing Credit Facility shall have been terminated, and all loans with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated and all other amounts due and owing pursuant to the knowledge Existing Credit Facility shall have been repaid in full and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions, which may survive) and be of no further force or effect. (ii) On the Initial Borrowing Date, the creditors in respect of the CompanyExisting Credit Facility shall have terminated and released all security interests and Liens on the assets owned by the Borrower and its Subsidiaries. The Administrative Agent shall have received such releases of security interests in and Liens on the assets owned by the Borrower and its Subsidiaries as may have been requested by the Administrative Agent, any Joint Venturewhich releases shall be in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the foregoing, including outstanding commitments there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under any lines the UCC of credit, each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to which the Company, Borrower or any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect security interests created with respect to the CompanyExisting Credit Facility and the documentation related thereto, its applicable Subsidiaries and(ii) termination or reassignment of any security interest in, to the knowledge or Lien on, any patents, trademarks, copyrights, or similar interests of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually Borrower or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company on which filings have been made and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in (iii) all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document collateral owned by the Company, Borrower or any of its Subsidiaries or, in the possession of any of the creditors in respect to the knowledge of the Company, Existing Credit Facility or any Joint Venture, collateral agent or trustee under any related security document shall have been returned to the knowledge of the Company, any other party thereto (in each case, with Borrower or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholeSubsidiary.

Existing Indebtedness. If requested by Parent, the Company shall provide commercially reasonable cooperation to Parent and Merger Sub in taking such actions as are necessary under the indentures listed in item (aiii) There are no material of Section 4.16 of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents or other instruments evidencing necessary, proper or securing Indebtedness advisable to comply with the terms thereof, including the delivery of officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If requested by Parent, the Company shall provide commercially reasonable cooperation to Parent and Merger Sub in either (a) arranging for the termination of Existing Debt Documents (or redemption of the Company, relevant notes or debentures) at the closing (or such other date thereafter selected by Parent) and the procurement of customary payoff letters and other customary release documentation in connection therewith or (b) obtaining any of its Subsidiaries or, to consents required under the knowledge of the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on credit agreements listed in Section 4.22(a4.03(c) of the Company Disclosure Letter (to permit the “Existing Loan Documents”). Except as set forth on Section 4.22(a) consummation of the Company Disclosure LetterTransactions thereunder. In furtherance of the foregoing, if requested by Parent, the Company has made available shall and shall cause its Subsidiaries to Parent trueexecute and deliver such customary notices, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Propertyagreements, JV Owned Real Property documents or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising instruments necessary to either terminate the Existing Indebtedness Debt Documents or redeem the relevant notes or debentures, in each case effective as of the Closing (or such other date indicated thereon. As of thereafter selected by the date hereof, there is no material Indebtedness of Parent) or to obtain the Company, its Subsidiaries or, to consents required under the knowledge of the Company, the Joint Ventures other than as set forth on credit agreements listed in Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b4.03(c) of the Company Disclosure Letter, as of determined by Parent in its sole discretion. Notwithstanding anything in this Section 6.16 to the date hereofcontrary, there are in no escrows, reserves or deposits or letters of credits held or established event shall the Company be required in connection with its obligations under this Section 6.16 to (i) incur or agree to incur any out-of-pocket expenses unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any consent, amendment or similar fee unless Parent provides the Existing Indebtedness. The Existing Indebtedness is not secured by funding to the Company therefor (iii) incur any Lien encumbering any real property other than liability in connection therewith prior to the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) Closing Date unless contingent upon the occurrence of the Company Disclosure Letter Closing, (iv) unreasonably interfere with the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge normal operations of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as (v) include any actions that the Company reasonably believes could (w) violate its certificate of incorporation or bylaws (or comparable documents), (x) violate any applicable law, (y) constitute a whole. None default or violation under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of such Person or to a loss of any benefit to which such Person is entitled under any provision of, any agreement or other instrument binding upon such Person or to which such Person is a party, or (z) result in the creation or imposition of any lien on any asset of such Person, (vi) to waive or amend any terms of this Agreement or (vii) result in any of the Company, ’s or any of its Subsidiaries or, Subsidiaries’ Representatives incurring any personal liability with respect to any matters relating to the knowledge of this Section 6.16. Parent shall defend, indemnify and hold harmless any the Company, its Subsidiaries and any Joint Venture is of their Representatives from, against and in default respect of any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs and expenses resulting from or incurred in any material respectconnection with the cooperation hereunder. Notwithstanding this Section 6.16 or anything in this Agreement to the contrary, nor has it received written notice each of the parties hereto agrees that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, not a condition to the knowledge of Closing that the Companypayoff letters, no consents, amendments or other party is similar actions described in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably this section be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholeobtained.

Existing Indebtedness. If requested by Parent, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in taking such actions as are necessary under (x) the indentures listed in item (iii) of Section 4.16 of the Company Disclosure Letter and (y) the credit agreements listed in Section 4.03(c) of the Company Disclosure Letter (collectively, “Existing Debt Documents”) in respect of the Transactions, including delivering or causing a Subsidiary to deliver any such notices, agreements, documents, or instruments necessary, proper, or advisable to comply with the terms thereof, including the delivery of any officer certificates and opinions of counsel required to be delivered thereunder in connection with the Transactions. If and to the extent reasonably requested by Parent in writing, the Company shall use reasonable best efforts to cooperate with Parent and Merger Sub in either (a) There are no material arranging for the termination of Existing Debt Documents (or redemption of the relevant notes or debentures) at the Closing (or such other date thereafter as agreed to by Parent and the Company), which redemption shall be the sole responsibility of Parent, and the procurement of customary payoff letters and other customary release documentation in connection therewith (including with respect to the Existing Revolving Credit Facility) or (b) obtaining any consents required under any Existing Debt Documents to permit the consummation of the Transactions thereunder and obtaining any amendments to or other consents under the Existing Debt Documents as may be reasonably requested by Parent, and in each case, if reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents documents, or other instruments evidencing necessary in connection therewith. Notwithstanding anything in this Section 6.15 to the contrary, in no event shall the Company be required in connection with its obligations under this Section 6.15 to (i) incur or securing Indebtedness agree to incur any out-of-pocket expenses, unless they are promptly reimbursed by Parent, (ii) incur or agree to incur any commitment, tender, consent, amendment fee or any fee similar to any of the foregoing, unless Parent provides the funding to the Company therefor, (iii) amend or agree to amend any Existing Debt Document, which amendment is not conditioned on the Closing, (iv) incur any liability in connection therewith prior to the Closing Date, unless contingent upon the occurrence of the Closing, (v) take any action that would unreasonably interfere with or unreasonably disrupt the normal operations and management of the Company and its Subsidiaries, (vi) take any action that the Company reasonably believes could (A) violate its or its Subsidiaries’ certificate of incorporation or bye-laws (or comparable documents), (B) violate any applicable Law, (C) constitute a default or violation under, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of the Company or its Subsidiaries or to a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any Contract, or (D) result in the creation or imposition of any Lien on any asset of the Company or its Subsidiaries, (vii) waive or amend any terms of this Agreement, (viii) take any action that could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached or to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ix) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (x) fund any repayment, redemption, cash collateralization, or provide any “backstop” letters of credit prior to the Closing, or (xi) result in any of the Company, ’s or any of its Subsidiaries orSubsidiaries’ Representatives incurring any personal liability with respect to any matters relating to this Section 6.15. Parent shall defend, to the knowledge of the Companyindemnify, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which and hold harmless the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or and any of their respective properties or assets is boundRepresentatives from, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letteragainst, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Propertyany and all claims, JV Owned Real Property liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including fees of legal counsel) resulting from or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established incurred in connection with the Existing Indebtednesscooperation hereunder or any information utilized in connection therewith. The Existing Indebtedness is not secured by any Lien encumbering any real property other than Notwithstanding this Section 6.15 or anything in this Agreement to the Owned Real Propertycontrary, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) each of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice hereto agrees that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, not a condition to the knowledge of Closing that the CompanyDebt Financing, no other party is in breach or violation ofpayoff letters, consents, amendments, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or other similar actions described in the aggregate, reasonably this Section 6.15 and Section 6.14 be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholeobtained.

Existing Indebtedness. The Loan Documents described on Exhibit F hereto and made a part hereof (a) i.e., the “Loan Documents” and the funds disbursed thereunder, the “Loan”), are the only documents or agreements relating to the Existing Indebtedness to which the Company or the Property shall be bound after the Closing (subject to such modifications or amendments as may be required by the Lender prior to the closing). There are no material agreementsamendments or modifications (written, documents oral, by course of conduct or otherwise) to the Loan Documents other than as described on Exhibit F. The Loan was originated by Lender. The original principal amount of the Loan to the Company under the Loan Documents was $ . The current amount of principal outstanding under the Loan Documents as of November 30, 2011 is $ . The annual rate of interest throughout the remaining term of the Loan is %. All payments required to be made under the Loan Documents to date have been made and will be made as of the Closing Date. There are no other fees, expenses or other instruments evidencing or securing Indebtedness of the Company, any of its Subsidiaries or, amounts due to the knowledge of the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property Lender as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of fees which may be imposed after the date indicated thereon. As of the date hereof, there is no material Indebtedness execution of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established this Agreement in connection with the Existing Indebtednesstransfer of the Membership Interests to the Operating Partnership and which shall be payable by the Operating Partnership in accordance with Section 4.5(b) hereof). The Existing Indebtedness is not secured by any Lien encumbering any real property other than Neither the Owned Real PropertyCompany nor, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) to the best of the Company Disclosure Letter (Manager’s knowledge, the “Encumbered Properties”). (c) Lender is in default under the Loan Documents. There are no other obligations of the Company to the Lender except as set forth in writing in the Loan Documents. No controversy, claim, dispute or disagreement exists between the parties to the Loan Documents. No event has occurred which, with the giving of notice or the passage of time, or both, would constitute a default under any of the Loan Documents which has not been cured. The Existing Loan Documents are in full force and effect effect. There are no reserves held by the Lender, except as set forth on the Disclosure Schedule. The Loan Documents shall not be further extended, modified or amended prior to Closing (except as may be required by the Lender in connection with respect the transfer of the Membership Interests to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholeOperating Partnership). None of the Company, any of its Subsidiaries There is no pending or, to the knowledge of the CompanyCompany Manager’s knowledge, any Joint Venture is in default in any material respectthreatened, nor has it received written notice that it is in default in any material respectlitigation, under the Existing Loan Documents that remains uncured, and, proceeding or investigation relating to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholeDocuments.

Existing Indebtedness. Prior to or substantially contemporaneously with the initial funding of Loans on the Effective Date, (ai) There are no material agreementsall principal, documents premium, if any, interest, fees and other amounts due or other instruments evidencing outstanding under the Existing Credit Agreement shall have been or securing Indebtedness shall be paid in full, the commitments of the Companylenders thereunder shall have been terminated, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held credit outstanding thereunder shall have been terminated or established shall on the Effective Date become Existing Letters of Credit, all guarantees and Liens existing in connection with the Existing Indebtedness. The Credit Agreement and the “Loan Documents” referred to therein shall have been discharged and released and all related UCC and other filings shall have been terminated; (ii) all principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Indebtedness is not secured by any Lien encumbering any real property other than Acquired Company Credit Agreement shall have been or shall be paid in full, the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) commitments of the lenders thereunder shall have been terminated, all letters of credit outstanding thereunder shall have been terminated or shall on the Effective Date become Existing Letters of Credit, all guarantees and Liens existing in connection with the Existing Acquired Company Disclosure Letter Credit Agreement shall have been discharged and released and all related UCC filings shall have been terminated; provided, that in lieu of causing any loans outstanding under the Existing Acquired Company Credit Agreement to be paid, the Company may (A) acquire such Loans, (B) pledge the “Encumbered Properties”). same, together with all related rights and interests (cincluding all rights under the Existing Acquired Company Credit Agreement and all related guarantees and security agreements) The Existing Loan Documents are as security for the Obligations under the Security Agreement (and maintain in full force effect all UCC and effect other filings with respect to the Company, its applicable Subsidiaries and, Liens securing such loans) and (C) cause the Existing Acquired Company Credit Agreement and all related documentation to be amended in a manner satisfactory to the knowledge Administrative Agent; and (iii) the ISDA Master Agreement dated as of December 27, 2007, between the Acquired Company and JPMCB, and all swap transactions governed thereby, shall have been terminated and all obligations in respect thereof shall have been discharged. The Administrative Agent shall have received evidence reasonably satisfactory to it of the Company, the Joint Ventures, as applicable, and, to the knowledge satisfaction of the Company, with respect to the other parties thereto, except for such failures to be conditions set forth in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholethis paragraph.

Existing Indebtedness. Except as described therein, Schedule 4(m) hereto sets forth a complete and correct list of all outstanding Indebtedness (a) There are no material agreements, documents or other instruments evidencing or securing Indebtedness of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(ahereinafter defined) of the Company Disclosure Letter and its Subsidiaries as of May 31, 2003, since which date there has been no material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. For purposes of this Agreement, “Existing Loan Documents”Indebtedness” with respect to the Company means, at any time, without duplication, (i) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable preferred stock; (ii) its liabilities for the deferred purchase price of property acquired by the Company (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property); (iii) all liabilities appearing on its balance sheet in accordance with GAAP in respect of capital leases; (iv) all liabilities for borrowed money secured by any Lien with respect to any property owned by the Company (whether or not it has assumed or otherwise become liable for such liabilities); (v) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money); and (vi) any guaranty of the Company with respect to liabilities of a type described in any of subclauses (i) through (v) hereof. Except as set forth on Section 4.22(a) Schedule 4(m), since the date of the Company Disclosure Letter2003 Financial Statements (as defined in Section 4(q)), neither the Company nor any Subsidiary has made available incurred any liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise of a kind that would have been required to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness be disclosed on such 2003 Financial Statements if they were dated as of the date indicated thereon. As hereof other than (i) liabilities incurred in the ordinary course of business subsequent to the date of the date hereof, there is no material Indebtedness 2003 Financial Statements and (ii) obligations under contracts and commitments incurred in the ordinary course of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is business and not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures required under generally accepted accounting principles to be in full force and effect that would not, individually or reflected in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole2003 Financial Statements.

Existing Indebtedness. Developer and Agency acknowledge that: (ai) There are no material agreements, documents or other instruments evidencing or securing Indebtedness of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company Agency has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising previously issued the Existing Indebtedness as part of the date indicated thereon. As Agency’s customary tax allocation bond financing that is secured by its pledge of tax increment from the BVHP Redevelopment Plan Area; (ii) the Agency has previously incurred additional indebtedness relating to its obligation to replenish certain reserve funds associated with bonds issued by certain project areas (the “Agency-Wide Indebtedness”); (iii) the Agency’s repayment of the date hereofAgency-Wide Indebtedness is secured in part by its pledge of tax increment from several of its project areas, there is no material Indebtedness including the BVHP Redevelopment Plan Area (the “Cross-Collateralization Pledge”); and (iv) it would be a violation of the CompanyAgency’s debt obligations for the Agency to refuse to use Net Available Increment not otherwise pledged to pay Tax Allocation Debt if required to meet the Agency’s payment obligations for the Agency-Wide Indebtedness. In keeping with the Funding Goals, its Subsidiaries orhowever, the Agency agrees that, when it is required to make any payments on the Existing Indebtedness or on the Agency-Wide Indebtedness under the Cross-Collateralization Pledge, to the knowledge of extent that doing so will not violate any Indenture or other instruments governing the CompanyExisting Indebtedness or the Agency-Wide Indebtedness, the Joint Ventures other than as set forth on Section 4.22(b) Agency will make such payments using sources of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property Agency funds other than the Owned Real Property, JV Owned Real Property Candlestick Increment and Leased Real Property set forth the Shipyard Increment. Developer agrees that the Agency’s obligation under this Section 3.5(c) does not require the Agency to incur additional indebtedness to meet its Existing Indebtedness or Agency-Wide Indebtedness payment obligations. The Agency agrees that on Section 4.22(b) of and after the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties theretoReference Date, except for such failures to be in full force and effect that would notany Public Financing contemplated by this Financing Plan, individually the Agency will not incur any new or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, additional “indebtedness” (including any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, new or additional tax allocation bonds) under the Existing Loan Documents that remains uncuredCCRL the repayment of which is secured by a pledge of Candlestick Increment or Shipyard Increment, and, to the knowledge of the Company, no other party is without Developer’s Approval in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholesole discretion.

Existing Indebtedness. The Agent shall have received evidence satisfactory to the Agent and the Lenders that, after giving effect to the consummation of the Transactions, (ai) There are no material agreementsthe Borrower and its Subsidiaries shall not be liable for or have outstanding any Indebtedness which is of the type of Indebtedness which would appear as a liability on (or would be required to appear as a liability on) the consolidated balance sheet of the Borrower (and not of the type required solely to be included in the footnotes thereto) and which Indebtedness shall include, documents or without limitation, Indebtedness for borrowed money and Capitalized Lease Obligations, other instruments evidencing or securing than (A) the Loans outstanding hereunder as contemplated by Section 4.1(q) and (B) Indebtedness set forth on Schedule 7.2 (collectively, the "Surviving Debt"), the aggregate outstanding principal amount of which shall not exceed $100,000,000 as of the Closing Date, and (ii) the Borrower, the Company and each of their respective Subsidiaries shall have paid in full all other Indebtedness of the CompanyBorrower, any the Company and their respective Subsidiaries existing prior to the making of the initial Loans hereunder (all of the foregoing Indebtedness described in the foregoing clause (i) and (ii) referred to collectively as "Existing Debt"). The Agent shall be satisfied that the execution and delivery of, and the performance by each of the Borrower, the Company and their respective Subsidiaries of its Subsidiaries orrespective obligations under, to the knowledge of the Company, any Joint Venture, including outstanding commitments under any lines of credit, each Transaction Document to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture it is a party and consummation of the Transactions does not violate, conflict with or by which cause a default under any document or instrument evidencing Existing Debt, other than Existing Debt being repaid on the CompanyClosing Date. The Agent shall have received (i) payoff and lien termination and release agreements, any of its Subsidiaries, in form and substance satisfactory to the knowledge Agent, from each creditor of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure LetterBorrower, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its their respective Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the CompanyExisting Debt other than Surviving Debt, and (ii) such Form UCC-3 (or its equivalent), intellectual property lien releases in recordable form in all applicable Subsidiaries andjurisdictions, and other lien and mortgage release and termination agreements, evidence of release of federal and state tax liens, all in form and substance satisfactory to the knowledge of the Company, the Joint VenturesAgent, as applicablethe Agent shall request, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document duly executed by the Company, any appropriate Person in favor of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for which such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholeLiens were granted.

Existing Indebtedness. (a) There are no material agreementsThe Agent shall have received evidence satisfactory to the Agent and the Lenders that, documents or other instruments evidencing or securing Indebtedness after giving effect to the consummation of the CompanyTransactions, any of (i) the Borrower and its Subsidiaries or, to the knowledge shall not be liable for or have outstanding any Indebtedness which is of the Company, any Joint Venture, including outstanding commitments under any lines type of credit, Indebtedness which would appear as a liability on (or would be required to which appear as a liability on) the Company, any of its Subsidiaries or, to the knowledge consolidated balance sheet of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge Borrower (and not of the Companytype required solely to be included in the footnotes thereto) and which Indebtedness shall include, any Joint Venture or any of their respective properties or assets is boundwithout limitation, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) Indebtedness for borrowed money and Capitalized Lease Obligations, other than (A) the Loans outstanding hereunder as set forth on contemplated by Section 4.22(a4.1(n) of the Company Disclosure Letter and (the “Existing Loan Documents”B) Indebtedness permitted under Section 7.2 (but excluding Indebtedness described in Section 7.2(a). Except as set forth on Section 4.22(a) of the Company Disclosure Letter(collectively, the Company has made available to Parent true"SURVIVING DEBT"), correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments (ii) the Borrower and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge shall have paid in full all other Indebtedness of the Company, Borrower and each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, existing prior to the knowledge making of the Companyinitial Loans hereunder (all of the foregoing Indebtedness described in the foregoing clause (i) and (ii) referred to collectively as "EXISTING DEBT"). The Agent shall be satisfied that the execution and delivery of, and the performance by each of the Borrower and its Subsidiaries of its respective obligations under, each Transaction Document to which it is a party and consummation of the Transactions does not violate, conflict with or cause a default under any Joint Venturedocument or instrument evidencing Existing Debt, or except to the knowledge extent that the consummation of the CompanyTransactions may constitute a breach of Section 4.7 of the Senior Subordinated Note Indenture for 30 days after the Closing Date. The Agent shall have received (i) payoff and lien termination and release agreements, any in form and substance satisfactory to the Agent, from each creditor of the Borrower and its Subsidiaries with respect to Existing Debt other party thereto than Surviving Debt, and (in each case, with ii) such UCC Amendments (or without notice or lapse of time or bothits equivalent), except for such breachesintellectual property lien releases in recordable form in all applicable jurisdictions, violations or that would notand other lien and mortgage release and termination agreements, individually or evidence of release of federal and state tax liens, all in the aggregate, reasonably be expected to be material form and substance satisfactory to the Company and its SubsidiariesAgent, taken as a wholethe Agent shall request, duly executed by the appropriate Person in favor of which such Liens were granted.

Existing Indebtedness. (a) There are no material agreementsAs more fully set forth on Schedule 5.2.8, documents the Property is subject to certain existing indebtedness, which is secured by, inter alia, a first mortgage or other instruments evidencing or securing Indebtedness deed of trust on the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”). Purchaser, at its election, such election to be delivered in writing to Seller no later than that date which is five (5) other than as set forth on Section 4.22(a) Business Days after the Effective Date, shall have the right to seek the consent of the Company Disclosure Letter holder of the Existing Indebtedness to the transaction contemplated by this Agreement without causing an acceleration of the Existing Indebtedness (the “Existing Consent”). Seller and Purchaser shall cooperate in good faith and shall use reasonable efforts to assist in obtaining the Consent; provided, however, that Seller shall not be required to incur any out-of-pocket costs or expenses in connection therewith. If Purchaser elects not to obtain or is unable to obtain the Consent on or before April 21, 2006, pursuant to documentation reasonably acceptable to Purchaser and Seller, including, without limitation, estoppel provisions reasonably acceptable to Purchaser and releases of existing guaranties and indemnities from Seller and its affiliates in form reasonably acceptable to Seller (the “Loan Documents”). Except as set forth on Section 4.22(a) of , then, if the Company Disclosure LetterClosing occurs, Seller shall cause the Company has made available Trust to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of pay at Closing the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the then outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures all other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established sums due and payable in connection with the Existing Indebtedness, including, without limitation, any prepayment penalty that may be due thereunder. The If Purchaser elects to obtain and does obtain the Consent, at Closing, Purchaser shall be entitled to deduct from the Purchase Price otherwise payable hereunder, the then-outstanding principal balance and other sums due and payable in connection with the Existing Indebtedness is Indebtedness, including any transfer fees, assumption fees, and points on additional loan proceeds, not secured by to exceed the amount Seller would otherwise be obligated to pay as a prepayment premium were Purchaser to elect to not seek the Consent, but excluding any Lien encumbering any real property other than the Owned Real Propertycosts, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) fees or expenses of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge holders of the CompanyExisting Indebtedness, their counsel or third party consultants incurred or payable in connection with Purchaser’s attempt to obtain the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under Consent the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholeIndebtedness.

Existing Indebtedness. (a) There are no material agreementsThe Agent shall have received evidence satisfactory to the Agent and the Lenders that, documents or other instruments evidencing or securing Indebtedness after giving effect to the consummation of the CompanyTransactions, any of (i) the Borrower and its Subsidiaries or, to the knowledge shall not be liable for or have outstanding any Indebtedness which is of the Company, any Joint Venture, including outstanding commitments under any lines type of credit, Indebtedness which would appear as a liability on (or would be required to which appear as a liability on) the Company, any of its Subsidiaries or, to the knowledge consolidated balance sheet of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge Borrower (and not of the Companytype required solely to be included in the footnotes thereto) and which Indebtedness shall include, any Joint Venture or any without limitation, Indebtedness for borrowed money and Capitalized Lease Obligations, other than (A) the Revolving Loans outstanding hereunder as contemplated by Section 4.1(q) and (B) Indebtedness permitted under Section 7.2 (but excluding Indebtedness described in Section 7.2(a)) (collectively, the "Surviving Debt"), the aggregate outstanding principal amount of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property which shall not exceed $490,000,000 as of the date hereof Closing Date, and (ii) the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company has made available to Parent true, correct Borrower and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge shall have paid in full all other Indebtedness of the Company, Borrower and each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, existing prior to the knowledge making of the Companyinitial Revolving Loans hereunder (all of the foregoing Indebtedness described in the foregoing clause (i) and (ii) referred to collectively as "Existing Debt"). The Agent shall be satisfied that the execution and delivery of, and the performance by each of the Borrower and its Subsidiaries of its respective obligations under, each Transaction Document to which it is a party and consummation of the Transactions does not violate, conflict with or cause a default under any Joint Venturedocument or instrument evidencing Existing Debt, or other than Existing Debt being repaid on the Closing Date. The Agent shall have received (i) payoff and lien termination and release agreements, in form and substance satisfactory to the knowledge Agent, from each creditor of the CompanyBorrower and its Subsidiaries with respect to Existing Debt other than Surviving Debt, any other party thereto and (in each case, with ii) such Form UCC-3 (or without notice or lapse of time or bothits equivalent), except for such breachesintellectual property lien releases in recordable form in all applicable jurisdictions, violations or that would notand other lien and mortgage release and termination agreements, individually or evidence of release of federal and state tax liens, all in the aggregate, reasonably be expected to be material form and substance satisfactory to the Company and its SubsidiariesAgent, taken as a wholethe Agent shall request, duly executed by the appropriate Person in favor of which such Liens were granted.

Existing Indebtedness. (i) the Parent, the Borrower and its Restricted Subsidiaries shall have no Indebtedness for borrowed money outstanding as of the Closing Date other than under the Term Facilities, the Senior Notes, the Senior Subordinated Notes, the ABL Facility and the other Indebtedness permitted by Section 7.2 and (ii) Parent, Borrower and its Subsidiaries shall have repaid in full all Indebtedness outstanding under the Existing Credit Facility, together with all accrued but unpaid interest, fees and other amounts owing thereunder (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations with respect to existing letters of credit (so long as such existing letters of credit are deemed letters of credit under the ABL Facility) (such letters of credit, “Existing Letters of Credit”)) and (i) all commitments to lend or make other extensions of credit thereunder shall have been terminated, (ii) all security interests in respect of, and Liens securing, the Indebtedness and other obligations thereunder created pursuant to the security documentation relating thereto shall have been terminated and released, and the Administrative Agent shall have received all such releases as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to Administrative Agent, including, without limiting the foregoing, (a) There are no material agreementsproper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the Uniform Commercial Code or equivalent statute or regulation of each jurisdiction where a financing statement or application for registration (Form UCC-1 or the appropriate equivalent) was filed with respect to Parent, documents Borrower or other instruments evidencing or securing Indebtedness of the Company, any of its Subsidiaries or, in connection with the security interests created with respect to the knowledge Existing Credit Facility and (b) terminations or reassignments of the Companyany security interest in, or Lien on, any Joint Venturepatents, including outstanding commitments under any lines trademarks, copyrights, or similar interests of creditParent, to which the Company, Borrower or any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof and (the “Existing Indebtedness”iii) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to Existing Letters of Credit, the Company, Parent and its applicable Subsidiaries and, shall have made arrangements reasonably satisfactory to the knowledge of the Company, Administrative Agent and the Joint Ventures, as applicable, and, to Lead Arrangers for the knowledge cancellation of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None any letters of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholecredit outstanding thereunder.

Existing Indebtedness. (a) There are no material agreementsOn or prior to the Closing Date, documents Seller shall deliver to Buyer executed payoff letters (and shall use reasonable best efforts to deliver to Buyer drafts of such payoff letters on or other instruments evidencing or securing Indebtedness before the third (3rd) Business Day prior to the Closing Date), in customary form, from any of the Company, any holders (or the agent or trustee on behalf thereof) of its Subsidiaries or, to Indebtedness under the knowledge agreements set forth in clause (a) of the Companydefinition of Existing Credit Facilities (such letters, any Joint Venturethe “Payoff Letters”), including outstanding commitments each of which shall (i) include the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations (other than indemnity and contingent liabilities) and all fees, costs and expenses under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property applicable agreements evidencing such Indebtedness as of the date hereof anticipated Closing Date (and the “Existing Indebtedness”daily accrual thereafter), together with appropriate wire instructions, (ii) provide that upon receipt of the applicable payoff amounts, the applicable agreements evidencing such Indebtedness shall be terminated (other than as set forth any provisions that by their terms survive the termination thereof), (iii) provide that all Liens on Section 4.22(a) the assets and properties of the Company Disclosure Letter Transferred Entities (including the “Existing Loan Documents”). Except as set forth on Section 4.22(aequity interests thereof) securing any such Indebtedness and all guarantees of such Indebtedness by the Transferred Entities shall be, upon the payment of the Company Disclosure Letterapplicable payoff amounts on the Closing Date, released and terminated and (iv) include a customary commitment by such holders (or such agent or trustee on behalf thereof) to execute and provide documentation and filings reasonably necessary to evidence the Company has made available to Parent true, correct release or termination of such Liens (which release and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications theretotermination shall be at Seller’s expense). (b) Section 4.22(bIf the Closing will occur after the consummation of the Mergers and the incurrence by the Transferred Entities of guarantees of and granting by the Transferred Entities of Liens securing Indebtedness under the agreements set forth in clause (b) of the Company Disclosure Letter indicates whether an definition of Existing Loan Document is in respect of Owned Real PropertyCredit Facilities, JV Owned Real Property or Leased Real Property and lists Seller shall deliver to Buyer at the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as Closing customary evidence of the date indicated thereon. As release of all Liens on the assets and properties of the date hereof, there is no material Transferred Entities securing Indebtedness of (including the Company, its Subsidiaries or, to equity interests thereof) under the knowledge of the Company, the Joint Ventures other than as agreements set forth on Section 4.22(bin clause (b) of the Company Disclosure Letter. Except as set forth definition of Existing Credit Facilities and the release of any guarantees of such Indebtedness by the Transferred Entities (it being understood that Seller shall request from the holders of such Indebtedness (or the agent or trustee on behalf thereof) that such customary evidence includes the items described in Section 4.22(b6.11(a)(iv) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”respect thereof). (c) The Existing Loan Documents are Prior to Closing, Seller shall (i) use its reasonable best efforts to obtain any consents or approvals from the applicable Government Authorities or otherwise required under applicable Law and under the Chinese Credit Facilities to pay and fully satisfy all obligations under the two short-term borrowings under credit facilities available to Nexeo Solutions’ operations in full force the PRC (the “Chinese Credit Facilities”) as disclosed in Note 7 of Nexeo Solutions’ Annual Report on Form 10-K for the fiscal year ended September 30, 2018 (including all letters of credit issued to secure the Chinese Credit Facilities) at or prior to Closing and effect with respect (ii) to the Companyextent such consents or approvals are obtained prior to the Closing, its repay and fully satisfy, or cause to be repaid and fully satisfied, all obligations under such Chinese Credit Facilities at or prior to the Closing. To the extent such consents or approvals are not obtained prior to the Closing, Buyer shall use reasonable best efforts to obtain (at Seller’s sole cost and expense to the extent Buyer informs Seller prior to the incurrence of any such cost or expense and Seller approves such incurrence (such approval not to be unreasonably withheld, delayed or conditioned), which shall be promptly paid by Seller) any consents or approvals from the applicable Subsidiaries Government Authorities or otherwise required under applicable Law and under the Chinese Credit Facilities to pay and fully satisfy all obligations under the Chinese Credit Facilities as promptly as practicable following Closing and, to the knowledge extent such consents or approvals are obtained, repay and fully satisfy, or cause to be repaid and fully satisfied, all obligations under such Chinese Credit Facilities as promptly as practicable following Closing; provided, that, until the Chinese Credit Facilities are repaid and satisfied in full, Seller shall be solely responsible for, and promptly satisfy, any and all Liabilities in connection with maintaining the Chinese Credit Facilities (or any Seller Guarantees relating thereto) following the Closing, including any interest, fees or charges or otherwise related thereto to the extent that such Liabilities are not Final Assumed Indebtedness. For the avoidance of the Companydoubt, the Joint Ventures, as applicable, and, to the knowledge first sentence of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually this Section 6.11(c) shall not require Seller or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries orto incur or pay any consent fee or any other cost, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation ofexpense, or default underliability, any Existing Loan Documentother than de minimis out-of-pocket costs and expenses, except for such defaults, violations in connection with seeking the consents or breaches that would not, individually or approvals described in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto foregoing clause (in each case, with or without notice or lapse of time or bothi), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Existing Indebtedness. (a) There are no material agreementsPrior to the Closing, at its option, before the commencement of the Marketing Period, Parent may direct the Company to, in accordance with the indenture (as supplemented from time to time, the "Indenture") governing the Company's 71/8% Senior Subordinated Notes due 2015 (the "2015 Notes"), commence a tender offer and consent solicitation (the "Tender Offer") for all of the outstanding 2015 Notes on the terms and conditions determined by Parent in its sole discretion, and Parent and Merger Sub shall provide such assistance as may be reasonably requested by the Company in connection therewith. In the event Parent elects before the commencement of the Marketing Period to direct the Company to conduct the Tender Offer, (i) Parent shall promptly prepare all necessary and appropriate documentation in connection with the Tender Offer, including the offer to purchase, related letters of transmittal and other related documents or (collectively, the "Offer Documents"), shall provide the Company an opportunity to review and comment on the Offer Documents and shall include any proposed changes reasonably requested by the Company thereon; (ii) Parent and the Company shall cooperate, and shall use their reasonable best efforts to cause their respective advisors and representatives to cooperate, with each other instruments evidencing or securing Indebtedness in the preparation of the Offer Documents; (iii) the Company, Parent and Merger Sub shall cooperate in connection with the Tender Offer in order to cause the initial settlement of the Tender Offer to occur simultaneously with the Closing; (iv) upon the receipt of the necessary consents required to amend the Indenture, the Company shall enter into a supplemental indenture reflecting the amendments to such indenture approved by the holders of the 2015 Notes and will use its reasonable best efforts to cause the Indenture trustee to promptly enter into such supplemental indenture; provided that the amendments contained in such supplemental indenture shall not become operative until the acceptance of and payment for the 2015 Notes tendered representing a majority in principal amount of the 2015 Notes and the closing of the Tender Offer shall be conditioned on, and shall not occur prior to, the Effective Time and shall otherwise be completed in compliance with applicable Laws and SEC rules and regulations; and (v) simultaneously with and conditioned upon the Closing and in accordance with the terms of the Tender Offer (but prior to the time the Company is required to pay for any 2015 Notes accepted in the Tender Offer), Parent shall provide to the Surviving Corporation the funds necessary to consummate the Tender Offer and consent solicitation (including the payment of all applicable premiums, consent fees and all related fees and expenses) and shall pay all fees and expenses related thereto, including those of any dealer managers. Nothing herein shall prevent the Company from preparing or filing any report required to be filed pursuant to the Exchange Act and incorporated by reference into the Offer Documents. Notwithstanding the foregoing, none of the Company or any of its Subsidiaries orshall be required to pay any commitment or other similar fee or to make any other payment (other than reasonable out-of-pocket costs) or incur any other liability or provide or agree to provide any indemnity in connection with the Tender Offer, compliance with this Section 6.19 or any of the foregoing that is effective prior to the knowledge of Effective Time. Parent shall indemnify and hold harmless the Company, its Subsidiaries and the Representatives of the Company from and against any Joint Ventureand all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Tender Offer and in compliance with this Section 6.19 (including outstanding commitments under any lines of creditaction taken in accordance with this Section 6.19(a)) and any information utilized in connection therewith (other than historical information relating to the Company or its Subsidiaries). Parent shall, to which promptly upon request by the Company, any of reimburse the Company for all documented and reasonable out-of-pocket costs incurred by the Company or its Subsidiaries orin connection with this Section 6.19(a), to including in connection with the knowledge review of the CompanyOffer Documents. At the request of Parent, any Joint Venture is a party or by which in connection with the Company, any of its Subsidiaries, to Tender Offer and the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letterrelated consent solicitation, the Company has made available to shall enter into one or more dealer manager agreements on customary terms with such Persons as shall be determined by Parent true, correct and complete copies (which agreements shall be assumed by Parent in all material respects of all Existing Loan Documents together with all material amendments and other material modifications theretothe event this Agreement is terminated). (b) Section 4.22(b) If Parent does not elect before the commencement of the Marketing Period to direct the Company Disclosure Letter indicates whether an Existing Loan Document is in respect to conduct and complete the Tender Offer as contemplated by Section 6.19(a) or the conditions to the Tender Offer are not satisfied (or, with the prior written consent of Owned Real PropertyParent, JV Owned Real Property or Leased Real Property and lists waived at Closing), the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as Company shall comply with Section 3.01 of the date indicated thereon. As Indenture at the Effective Time or use its reasonable best efforts to obtain the agreement of the date hereof, there is no material Indebtedness trustee under the Indenture to waive compliance with Section 3.01 of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established Indenture in connection with the Existing IndebtednessDischarge. If requested by the Parent in writing, the Company shall (A) simultaneously with the Effective Time issue a notice of optional redemption for all of the outstanding aggregate principal amount of the 2015 Notes pursuant to the redemption provisions of the Indenture, and (B) simultaneously with the Effective Time, take any other actions reasonably requested by the Parent to facilitate the satisfaction and discharge of the 2015 Notes pursuant to the satisfaction and discharge provisions of the Indenture and the other provisions of the Indenture; provided that prior to or simultaneously with the Company's being required to take any of the actions described in clauses (A) and (B) above, the Parent shall have, or shall have caused to be, deposited with the trustee under the Indenture in a timely manner sufficient funds to effect such redemption and satisfaction and discharge. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property redemption and Leased Real Property set forth on Section 4.22(b) satisfaction and discharge of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect 2015 Notes pursuant to the Company, its applicable Subsidiaries and, preceding sentence are referred to collectively as the "Discharge" of the 2015 Notes. Subject to the knowledge foregoing three (3) sentences, the Company shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the Discharge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material 2015 Notes identified to the Company and its Subsidiaries, taken as a wholeby Parent in writing at any time. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.ARTICLE VII

Existing Indebtedness. (a) There are no material agreementsOn the Initial Borrowing Date and after giving effect to the Transaction and the Loans incurred on the Initial Borrowing Date, documents or other instruments evidencing or securing Indebtedness of the Company, neither Parent nor any of its Subsidiaries orshall have any preferred stock or Indebtedness outstanding except for (i) the Loans, (ii) the Senior Unsecured Notes (which shall constitute Indebtedness of Parent only), (iii) Indebtedness existing pursuant to the knowledge Earnout Agreement, (iv) Indebtedness of Xxxxxx in an aggregate principal amount not to exceed $90 million represented by the Existing Seller Installment Note, (v) Indebtedness of Xxxxxx in an aggregate principal amount not to exceed $5 million represented by the Existing Seller Subordinated Note, (vi) Indebtedness existing pursuant to the Existing Seller Letter of Credit, the Existing Seller Letter of Credit Collateral Agreement and the Existing Seller Letter of Credit Agreement, (vii) Indebtedness of the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, Borrower pursuant to the knowledge of Parent Subordinated Intercompany Note, (viii) Indebtedness pursuant to one or more Transaction Intercompany Notes and (ix) certain intercompany indebtedness and other indebtedness as is listed on Schedule VI (with the CompanyIndebtedness described in this clause (x) being herein called "Scheduled Existing Indebtedness" and, any Joint Venture is a party or by together with the Indebtedness described in clauses, (iv), (v) and (vi) above being herein called the "Existing Indebtedness"), which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property Scheduled Existing Indebtedness shall not exceed $25,000,000 in aggregate principal amount. On and as of the date hereof Initial Borrowing Date, all of the Existing Indebtedness shall remain outstanding after giving effect to the Transaction and the other transactions contemplated hereby without any default or events of default existing thereunder or arising as a result of the Transaction and the other transactions contemplated hereby (except to the “Existing Indebtedness”) extent amended or waived by the parties thereto on terms and conditions satisfactory to the Agent and the Required Banks), and there shall not be any amendments or modifications to the Debt Agreements other than as set forth on Section 4.22(a) requested or approved by the Agent or the Required Banks. On and as of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure LetterInitial Borrowing Date, the Company has made available to Parent true, correct Agent and complete copies in all material respects the Required Banks shall be satisfied with the amount of and the terms and conditions of all Existing Loan Documents together with all material amendments and other material modifications theretoIndebtedness. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Existing Indebtedness. (a) There are no material agreementsThe requisite consents in connection with each Consent Solicitation shall have been obtained, documents or other instruments evidencing or securing Indebtedness the indenture governing each of the Company, any of its Subsidiaries or, Existing Opco Notes shall have been amended pursuant to an effective supplemental indenture that effects the knowledge of related amendments thereto and the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications theretoClosing Date Other Tender Procedures shall have been implemented. (b) Section 4.22(b) of Concurrently with the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Propertyinitial Credit Event made hereunder, JV Owned Real Property or Leased Real Property the Other Refinancing Transactions shall have been consummated on terms and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, conditions reasonably satisfactory to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”)Agents. (c) The Existing Loan Documents are in full force and Immediately after giving effect with respect to the CompanyTransactions and the other transactions contemplated hereby, its applicable the Borrower and the Subsidiaries andshall have outstanding no Indebtedness or preferred stock other than (i) Indebtedness outstanding under this Agreement, (ii) the Senior Subordinated Notes, (iii) Specified Existing Opco Notes not tendered pursuant to the knowledge Tender Offers for such notes and other Existing Opco Notes in respect of which the Closing Date Other Tender Procedures shall have been implemented and (iv) existing Indebtedness satisfactory to the Agents. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings shall have no outstanding Indebtedness or preferred stock other than its Guarantee of the Company, the Joint Ventures, as applicable, and, to the knowledge Indebtedness outstanding under this Agreement and its Guarantee of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholeSenior Subordinated Notes.

Existing Indebtedness. (a) There are no material agreementsOn the Initial Borrowing Date and after giving effect to the Transaction, documents or other instruments evidencing or securing Indebtedness of the Company, neither Holdings nor any of its Subsidiaries orshall have any preferred Equity Interests (including preferred stock) or Indebtedness outstanding except for (i) the Loans and Letters of Credit, to (ii) the knowledge Existing Senior Subordinated Notes and (iii) certain other indebtedness of the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of Borrower and its Subsidiaries oras is listed on Schedule VII in an aggregate outstanding principal amount not to exceed $750,000 (with the Indebtedness described in this clause (iii) being herein called the “Existing Other Indebtedness” and, to together with the knowledge of the CompanyExisting Senior Subordinated Notes, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than ). On and as set forth on Section 4.22(a) of the Company Disclosure Letter Initial Borrowing Date, any Existing Indebtedness outstanding after giving effect to the Transaction and the other transactions contemplated hereby shall be without any default or event of default existing thereunder (the “Existing Loan Documents”). Except or requirement that any offer to purchase or mandatory redemption be made with respect thereto) or arising as set forth on Section 4.22(a) a result of the Company Disclosure LetterTransaction and the other transactions contemplated hereby (except to the extent amended or waived by the parties thereto on terms and conditions reasonably satisfactory to the Agents and the Required Lenders), and the Company has made available Existing Indebtedness Agreements shall in form and substance be reasonably satisfactory to Parent truethe Administrative Agent and the Joint Lead Arrangers, correct and complete copies in all material respects of all it being understood that the Existing Loan Documents together with all material amendments and other material modifications theretoSenior Subordinated Notes Indenture is so satisfactory. (b) Section 4.22(bOn the Initial Borrowing Date (x) the Administrative Agent shall receive an officer’s certificate of the Company Disclosure Letter indicates whether U.S. Borrower (in form and substance, and with supporting calculations, and executed by an Existing Loan Document is officer of the U.S. Borrower, satisfactory to the Administrative Agent and the Joint Lead Arrangers) setting forth the calculations showing compliance (after giving effect to the Transaction and all incurrences of Indebtedness hereunder) with the covenant set forth in respect Section 4.04 of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as Senior Subordinated Note Indenture and (y) the Administrative Agent, on behalf of the date indicated thereon. As Lenders, shall have received an Officer’s Certificate (as defined in the Existing Senior Subordinated Notes Indenture), in form and substance reasonably satisfactory to the Agents to the effect that the Incurrence of Indebtedness (each as defined in the Existing Senior Subordinated Notes Indenture) on the Initial Borrowing Date pursuant to this Agreement does not (and that the Incurrence of the date hereof, there is no material Indebtedness entire committed amount hereunder on the Initial Borrowing Date would not) violate the covenant contained in Section 4.04 of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”)Senior Subordinated Notes Indenture. (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Existing Indebtedness. On the Closing Date, Administrative Agent shall have received evidence reasonably satisfactory to it that (ai) There are no material agreements, documents or other instruments evidencing or securing Indebtedness to the extent that any of the CompanySenior Notes are not purchased and retired on or before the Closing Date pursuant to a tender offers for the Senior Notes, any (A) irrevocable notices of its Subsidiaries orredemption for such Senior Notes not tendered shall have been, or substantially simultaneously with the initial funding the of the Term Loans will be, given to the knowledge holders of such Senior Notes to redeem such Senior Notes on or about 30 days following the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof Closing Date (the “Existing IndebtednessSenior Notes Redemption Date”) other than as set forth on Section 4.22(aand (B) the conditions to achieve a Covenant Defeasance of the Company Disclosure Letter (Senior Notes pursuant to the “Existing Loan Documents”). Except as set forth on Section 4.22(a) Senior Notes Indentures have been, or substantially simultaneously with the initial funding of the Company Disclosure LetterTerm Loans will be, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Companysatisfied; provided that, with respect to the other parties theretoFloating Rate Notes, except for such failures a Covenant Defeasance shall not be required if, prior to be or substantially simultaneously with the initial funding of the Term Loans, (1) the Floating Rate Supplemental Indenture shall have become effective and (2) cash in full force and effect that would not, individually or Dollars shall have been deposited with the trustee under the Floating Rate Notes Indenture in the aggregatean amount, reasonably be expected estimated by the Borrower (and reasonably approved by Administrative Agent), sufficient to be material satisfy the requirements of Section 8.04(a)(i) of the Floating Rate Notes Indenture; (ii) all principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt Agreements (other than under the Senior Notes Indentures and other than with respect to any outstanding letters of credit collateralized in a manner satisfactory to the Company Administrative Agent) shall have been paid in full, the commitments to lend or make other extensions of credit thereunder terminated and its Subsidiariesall guarantees and security in support thereof discharged and released. Administrative Agent shall have received evidence reasonably satisfactory to it (i) that, taken as a whole. None immediately after giving effect to the Transactions, none of the Company, Holdings or any of its Subsidiaries orshall have any Indebtedness other than the Indebtedness created under this Agreement, the Indebtedness created under the Revolving Credit Agreement and the Indebtedness set forth on Schedule 6.1 and (ii) that, immediately after giving effect to the knowledge Transactions, there will not exist any default or any event of default under any of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under documents governing the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.Indebtedness set forth on Schedule 6.1

Existing Indebtedness. (a) There are no material agreementsOn the Initial Borrowing Date and after giving effect to the Transaction, documents or other instruments evidencing or securing Indebtedness of the Company, neither Holdings nor any of its Subsidiaries orshall have any preferred Equity Interests (including preferred stock) or Indebtedness outstanding except for (i) the Loans and Letters of Credit, to (ii) the knowledge Existing Senior Subordinated Notes and (iii) certain other indebtedness of the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of Borrower and its Subsidiaries oras is listed on Schedule VII in an aggregate outstanding principal amount not to exceed $750,000 (with the Indebtedness described in this clause (iii) being herein called the “Existing Other Indebtedness” and, to together with the knowledge of the CompanyExisting Senior Subordinated Notes, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than ). On and as set forth on Section 4.22(a) of the Company Disclosure Letter Initial Borrowing Date, any Existing Indebtedness outstanding after giving effect to the Transaction and the other transactions contemplated hereby shall be without any default or event of default existing thereunder (the “Existing Loan Documents”). Except or requirement that any offer to purchase or mandatory redemption be made with respect thereto) or arising as set forth on Section 4.22(a) a result of the Company Disclosure LetterTransaction and the other transactions contemplated hereby (except to the extent amended or waived by the parties thereto on terms and conditions reasonably satisfactory to the Agents and the Required Lenders), and the Company has made available Existing Indebtedness Agreements shall in form and substance be reasonably satisfactory to Parent truethe Administrative Agent and the Joint Lead Arrangers, correct and complete copies in all material respects of all it being understood that the Existing Loan Documents together with all material amendments and other material modifications theretoSenior Subordinated Notes Indenture is so satisfactory. (b) Section 4.22(bOn the Initial Borrowing Date (x) the Administrative Agent shall receive an officer’s certificate of the Company Disclosure Letter indicates whether Borrower (in form and substance, and with supporting calculations, and executed by an Existing Loan Document is officer of the Borrower, satisfactory to the Administrative Agent and the Joint Lead Arrangers) setting forth the calculations showing compliance (after giving effect to the Transaction and all incurrences of Indebtedness hereunder) with the covenant set forth in respect Section 4.04 of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as Senior Subordinated Note Indenture and (y) the Administrative Agent, on behalf of the date indicated thereon. As Lenders, shall have received an Officer’s Certificate (as defined in the Existing Senior Subordinated Notes Indenture), in form and substance reasonably satisfactory to the Agents to the effect that the Incurrence of Indebtedness (each as defined in the Existing Senior Subordinated Notes Indenture) on the Initial Borrowing Date pursuant to this Agreement does not (and that the Incurrence of the date hereof, there is no material Indebtedness entire committed amount hereunder on the Initial Borrowing Date would not) violate the covenant contained in Section 4.04 of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”)Senior Subordinated Notes Indenture. (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Existing Indebtedness. Below is a list of the Company’s existing indebtedness. Indicate whether (a) There such indebtedness will be paid on the Closing Date, and if so, whether in full or (b) if not, whether such indebtedness will be subordinated to Siena on the Closing Date: Attached are no material agreements, documents or other instruments true and complete copies of all documentation evidencing or securing Indebtedness such indebtedness of the Company. Creditor Amount Outstanding Secured (Y/N) Will be Subordinated (Y/N) Maturity Date To be Paid Off at Closing (Y/N) Paid in Full? (Y/N) If not, any of its Subsidiaries or, amount? None. 46. Existing Liens. The Company’s assets are subject to the knowledge of following liens, security interests, attachments and garnishments. Indicate whether (a) such liens will be released on the CompanyClosing Date, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(bsuch liens will be subordinated to Siena on the Closing Date: Assets Subject to Lien Secured Party Amount Secured To be Released at Closing (Y/N) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereonTo be Subordinated at Closing (Y/N) None. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter47. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Shareholder/Employee Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Companyowners, any of its Subsidiaries or, to the knowledge officers or directors of the CompanyCompany nor any other person or entity (each a “Creditor”) has any claim against the Company for amounts due such Creditor, other than ordinary salary and amounts owing to any Joint Venture is such Creditor in default the ordinary course of business except: Creditor Amount Secured (Y/N) Will be Subordinated (Y/N) Maturity Date To be Paid Off at Closing (Y/N) Paid in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would Full? (Y/N) If not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholeamount? None. 48. Insurance Coverage. The CompanyCompany presently maintains property, each fire, business interruption, liability, product liability and extended coverage insurance as follows: Carrier Type of its Subsidiaries and, Coverage Deductible Policy No. Term See Schedule of Insurance previously provided to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholeLender.

Existing Indebtedness. (a) There are no material agreements, documents or other instruments evidencing or securing Part A of Annex VII sets forth a true and complete list of all Indebtedness of Holdings and its Subsidiaries as of the CompanyInitial Borrowing Date (the "Scheduled Existing Indebtedness") which is to remain outstanding after giving effect to the Transaction, but excluding (x) the Obligations, (y) Indebtedness under the Rollover Senior Subordinated Note Documents and (z) Existing Intercompany Debt, in each case showing the aggregate principal amount thereof and the name of the respective borrower and any Credit Party or any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party directly or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications theretoindirectly guarantees such debt. (b) Section 4.22(b) Part B of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect Annex VII lists all Indebtedness of Owned Real Property, JV Owned Real Property or Leased Real Property Holdings and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness its Subsidiaries as of the date indicated thereon. As of the date hereof, there Initial Borrowing Date which is no material Indebtedness of the Company, its Subsidiaries or, to remain outstanding after giving effect to the knowledge of the CompanyTransaction which is owed to Holdings, the Joint Ventures other than as set forth on Section 4.22(b) Borrower and/or any of the Company Disclosure Letter. Except as set forth on Section 4.22(b) their respective Subsidiaries (with all of the Company Disclosure Lettersuch Indebtedness being herein called "Existing Intercompany Debt" and, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection together with the Scheduled Existing Indebtedness. The , the "Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”Indebtedness"). (c) The Existing Loan Documents are in full force Part C of Annex VII sets forth a true and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge complete list of the Company, the Joint Ventures, as applicable, and, to the knowledge all Indebtedness of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company Holdings and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, (including Indebtedness under the Existing Loan Documents that remains uncured, and, Credit Agreement and the DIP Credit Agreement) to be refinanced pursuant to the knowledge Refinancing (the "Indebtedness to be Refinanced"), in each case showing the aggregate principal amount thereof, the name of the Company, no respective borrower and any other party is in breach entity which directly or violation of, or default under, any Existing Loan Document, except for indirectly guaranteed such defaults, violations or breaches that would not, individually or in Indebtedness and the aggregate, reasonably be expected to be material outstanding amount thereof on the Initial Borrowing Date (before giving effect to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or bothTransaction), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Existing Indebtedness. Developer and Agency acknowledge that: (ai) There are no material agreements, documents or other instruments evidencing or securing Indebtedness of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company Agency has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising previously issued the Existing Indebtedness as part of the date indicated thereon. As Agency’s customary tax allocation bond financing that is secured by its pledge of tax increment from the BVHP Redevelopment Plan Area; (ii) the Agency has previously incurred additional indebtedness relating to its obligation to replenish certain reserve funds associated with bonds issued by certain project areas (the “Agency-Wide Indebtedness”); (iii) the Agency’s repayment of the date hereofAgency-Wide Indebtedness is secured in part by its pledge of tax increment from several of its project areas, there is no material Indebtedness including the BVHP Redevelopment Plan Area (the “Cross- Collateralization Pledge”); and (iv) it would be a violation of the CompanyAgency’s debt obligations for the Agency to refuse to use Net Available Increment not otherwise pledged to pay Tax Allocation Debt if required to meet the Agency’s payment obligations for the Agency-Wide Indebtedness. In keeping with the Funding Goals, its Subsidiaries orhowever, the Agency agrees that, when it is required to make any payments on the Existing Indebtedness or on the Agency-Wide Indebtedness under the Cross-Collateralization Pledge, to the knowledge of extent that doing so will not violate any Indenture or other instruments governing the CompanyExisting Indebtedness or the Agency-Wide Indebtedness, the Joint Ventures other than as set forth on Section 4.22(b) Agency will make such payments using sources of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property Agency funds other than the Owned Real Property, JV Owned Real Property Candlestick Increment and Leased Real Property set forth the Shipyard Increment. Developer agrees that the Agency’s obligation under this Section 3.5(c) does not require the Agency to incur additional indebtedness to meet its Existing Indebtedness or Agency-Wide Indebtedness payment obligations. The Agency agrees that on Section 4.22(b) of and after the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties theretoReference Date, except for such failures to be in full force and effect that would notany Public Financing contemplated by this Financing Plan, individually the Agency will not incur any new or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, additional “indebtedness” (including any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, new or additional tax allocation bonds) under the Existing Loan Documents that remains uncuredCCRL the repayment of which is secured by a pledge of Candlestick Increment or Shipyard Increment, and, to the knowledge of the Company, no other party is without Developer’s Approval in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholesole discretion.

Existing Indebtedness. (a) There are no material agreementsThe Agent shall have received evidence satisfactory to the Agent and the Lenders that, documents or other instruments evidencing or securing Indebtedness after giving effect to the consummation of the CompanyTransactions, any of (i) the Borrower and its Subsidiaries or, to the knowledge shall not be liable for or have outstanding any Indebtedness which is of the Company, any Joint Venture, including outstanding commitments under any lines type of credit, Indebtedness which would appear as a liability on (or would be required to which appear as a liability on) the Company, any of its Subsidiaries or, to the knowledge consolidated balance sheet of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge Borrower (and not of the Companytype required solely to be included in the footnotes thereto) and which Indebtedness shall include, any Joint Venture or any of their respective properties or assets is boundwithout limitation, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) Indebtedness for borrowed money and Capitalized Lease Obligations, other than (A) the Loans outstanding hereunder as set forth on contemplated by Section 4.22(a4.1(n) of the Company Disclosure Letter and (the “Existing Loan Documents”B) Indebtedness permitted under Section 7.2 (but excluding Indebtedness described in Section 7.2(a). Except as set forth on Section 4.22(a) of the Company Disclosure Letter(collectively, the Company has made available to Parent true"SURVIVING DEBT"), correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments (ii) the Borrower and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge shall have paid in full all other Indebtedness of the Company, Borrower and each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, existing prior to the knowledge making of the Companyinitial Loans hereunder (all of the foregoing Indebtedness described in the foregoing clause (i) and (ii) referred to collectively as "EXISTING DEBT"). The Agent shall be satisfied that the execution and delivery of, and the performance by each of the Borrower and its Subsidiaries of its respective obligations under, each Transaction Document to which it is a party and consummation of the Transactions does not violate, conflict with or cause a default under any Joint Venturedocument or instrument evidencing Existing Debt. The Agent shall have received (i) payoff and lien termination and release agreements, or in form and substance satisfactory to the knowledge Agent, from each creditor of the CompanyBorrower and its Subsidiaries with respect to Existing Debt other than Surviving Debt, any other party thereto and (in each case, with ii) such UCC Amendments (or without notice or lapse of time or bothits equivalent), except for such breachesintellectual property lien releases in recordable form in all applicable jurisdictions, violations or that would notand other lien and mortgage release and termination agreements, individually or evidence of release of federal and state tax liens, all in the aggregate, reasonably be expected to be material form and substance satisfactory to the Company and its SubsidiariesAgent, taken as a wholethe Agent shall request, duly executed by the appropriate Person in favor of which such Liens were granted.

Existing Indebtedness. The Property is to be conveyed without release of, and Purchaser shall assume, the lien of that certain existing deed of trust (athe “Deed of Trust”) There are no material agreementsin favor of Bear, documents or other instruments evidencing or securing Indebtedness Sxxxxxx Funding, Inc. as beneficiary (“Lender”), which secures a certain indebtedness in the original principal amount of $10,250,000.00 (the Company“Loan”). Copies of all Loan Documents, as hereinafter defined, in the possession of Seller shall be delivered to Purchaser as soon as practicable, but in any of its Subsidiaries or, event within five (5) Business Days after the Effective Date. (1) It shall be a condition precedent to the knowledge obligation of Purchaser to close the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property transactions contemplated hereby that as of the date hereof Closing any required consent of Lender to the conveyance of the Property subject to the Deed of Trust and the instruments and documents evidencing and securing the Loan (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) and the assumption of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications theretoby Purchaser shall have been obtained from Lender. (b2) Section 4.22(bPurchaser shall pay all transfer or other fees charged by Lender, including without limitation a transfer fee equal to one percent (1%) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established Loan and any costs and expenses charged by Lender in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) assumption of the Company Disclosure Letter (Loan, recording costs and expenses relating to the “Encumbered Properties”)recordation of any Deed of Trust assignment agreement or other documentation relating to the assumption of the Loan, and any other costs and expenses relating to the assumption of the Loan. (c3) The Existing Loan Documents are parties shall cooperate in full force good faith and effect with respect reasonable diligence to secure the approval of the Lender to the Companyconveyance of the Property to, its applicable Subsidiaries andand assumption of the Loan by, Purchaser in accordance with the provisions of this Agreement. Purchaser shall have the right to negotiate directly with Lender concerning Lender’s consent. Purchaser shall promptly provide to Lender all information it may reasonably require in order to obtain Lender’s consent. Purchaser shall provide Seller with copies of all information so provided to Lender. If the conditions set forth in this Section 2 (d) have not been satisfied by the Closing Date, then Purchaser may elect to (i) terminate this Agreement, in which event the Exxxxxx Money shall be promptly refunded to Purchaser; (ii) proceed with Closing as provided in Section 3 below; or (iii) extend the Closing Date for up to forty-five (45) days in an attempt to satisfy these conditions. In the event Purchaser desires to exercise such extensions rights, Purchaser shall give written notice to Seller and Title Company on or before five (5) days prior to the knowledge of previously scheduled Closing Date. If the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be conditions set forth in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document this Section 2 (d) have not been satisfied by the Companyextended Closing Date, any of its Subsidiaries orthen unless mutually agreed between the parties, this Agreement shall on such date be terminated, in which event the Exxxxxx Money shall be promptly refunded to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholePurchaser.

Existing Indebtedness. The Administrative Agent shall have received (ai) There are no material agreements, documents or a customary payoff letter evidencing that all Indebtedness and other instruments evidencing or securing Indebtedness of the Company, any of its Subsidiaries or, obligations under and pursuant to the knowledge of Existing Credit Agreement has been (or will on the CompanyClosing Date be) paid in full, any Joint Ventureand that all commitments, including outstanding commitments under any lines of creditLiens, to which security interests and guarantees in connection therewith will be terminated and released on the CompanyClosing Date, any of its Subsidiaries or(ii) evidence indicating that the Existing Senior Secured Notes have been, or are being, refinanced in the manner described in the offering memorandum relating to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof Senior Notes (the “Existing IndebtednessOffering Memorandum”) other than as set forth on Section 4.22(a) in accordance with the underlying indenture for the Existing Senior Secured Notes (to the extent cash in an amount sufficient to satisfy and discharge such Existing Senior Secured Notes has been deposited with the trustee therefore in accordance with the terms of the Company Disclosure Letter indenture with respect thereto), and (iii) evidence indicating that the “Existing Loan Documents”PIK Notes have been, or are being, refinanced in the manner described in the Offering Memorandum in accordance with the underlying indenture for the Existing PIK Notes, within three business days of the Closing Date (to the extent cash in an amount sufficient to satisfy and discharge such Existing Senior Secured Notes has been deposited with the trustee therefore in accordance with the terms of the indenture with respect thereto). Except as set forth on Section 4.22(a) On the Closing Date, after giving pro forma effect to the Transactions (including the repayment in full of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) existing indebtedness of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real PropertyParent and its Subsidiaries), JV Owned Real Property or Leased Real Property Parent and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is its Subsidiaries shall have no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property outstanding other than the Owned Real Property, JV Owned Real Property Indebtedness hereunder and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”)Senior Notes. (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Existing Indebtedness. (a) There are no material agreementsExcept as described therein, documents or other instruments evidencing or securing Schedule 5.15 of the applicable NPPA Series Supplement sets forth a complete and correct list of all outstanding Indebtedness of each Obligor as of such Closing Date (including descriptions of the Companyobligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such outstanding Indebtedness of any Obligor. No Obligor is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any such outstanding Indebtedness of any Obligor and no event or condition exists with respect to any Indebtedness of any Obligor that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such outstanding Indebtedness to become due and payable before its Subsidiaries or, to the knowledge stated maturity or before its regularly scheduled dates of the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications theretopayment. (b) Section 4.22(b) Except as disclosed in Schedule 5.15 of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letterapplicable NPPA Series Supplement, as of the date hereofsuch Closing Date, there are no escrowsObligor has agreed or consented to cause or permit any of its property, reserves whether now owned or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any hereafter acquired, to be subject to a Lien encumbering any real property (other than Permitted Liens) that secures Indebtedness outstanding as of such Closing Date or to cause or permit in the Owned Real Propertyfuture (upon the happening of a contingency or otherwise) any of its property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(bwhether now owned or hereafter acquired, to be subject to a Lien (other than Permitted Liens) of the Company Disclosure Letter (the “Encumbered Properties”)that secures such outstanding Indebtedness. (c) The Existing Loan Documents are in full force and effect with respect No Obligor is a party to, or otherwise subject to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Companyany provision contained in, any instrument evidencing Indebtedness of its Subsidiaries or, to the knowledge any Obligor outstanding as of the Companysuch Closing Date, any Joint Venture is in default in agreement relating thereto or any material respect, nor has it received written notice that it is in default in other agreement (including its charter or any material respect, under other organizational document) which limits the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation amount of, or default underotherwise imposes restrictions on the incurring of, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge Indebtedness of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment dateCo-Issuers, except as would not, individually or disclosed in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge Schedule 5.15 of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholeapplicable NPPA Series Supplement.

Existing Indebtedness. (a) There are no material agreementsExcept for the Obligations, documents or other instruments evidencing or securing the only Indebtedness of the CompanyBorrower, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture Parent or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property Subsidiaries existing as of the date hereof (Effective Date is the “Existing Senior Unsecured Indebtedness”) , other than as Unsecured Indebtedness, Secured Non-Recourse Indebtedness and Secured Recourse Indebtedness set forth on Section 4.22(aSchedule 4.18(a) attached hereto. Schedule 4.18(a) attached hereto correctly sets forth whether such Indebtedness is Senior Indebtedness or Subordinate Indebtedness. No “default” or “event of default”, however defined, has occurred and is continuing under any such Indebtedness (or with respect to the Company Disclosure Letter (giving of this representation after the “Existing Loan Documents”date of this Agreement, as otherwise disclosed to the Administrative Agent in writing after the date of this Agreement and prior to the date such representation is deemed given). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) To the best of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect Borrower’s knowledge, (i) the fair value and present fair saleable value on a going concern basis of Owned Real Propertythe Property of the Parent, JV Owned Real Property or Leased Real Property the Borrower and lists their respective Subsidiaries, on a Consolidated basis, exceeds the outstanding principal balance dueamount that will be required to pay the probable liabilities of such Persons, maturity dateon a Consolidated basis, interest rateon their Indebtedness, outstanding principal as such Indebtedness becomes absolute and accrued interest balances in respect of each loan comprising matured, (ii) the Existing Parent, the Borrower and their respective Subsidiaries, on a Consolidated basis, will have sufficient cash flow to enable them to pay their debts as they mature, and (iii) the Parent, the Borrower and their respective Subsidiaries, on a Consolidated basis, are able to pay their Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or it matures in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None normal course of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholebusiness.

Existing Indebtedness. The Agent shall have received evidence satisfactory to the Agent and the Lenders that, after giving effect to the consummation of the Transactions, (ai) There are no material agreementsthe Borrower and its Subsidiaries shall not be liable for or have outstanding any Indebtedness which is of the type of Indebtedness which would appear as a liability on (or would be required to appear as a liability on) the consolidated balance sheet of the Borrower (and not of the type required solely to be included in the footnotes thereto) and which Indebtedness shall include, documents or without limitation, Indebtedness for borrowed money and Capital ized Lease Obligations, other instruments evidencing or securing than (A) the Loans outstanding hereunder as contemplated by Section 4.1(q) and (B) Indebtedness permitted under Section 7.2 (but excluding Indebtedness described in Section 7.2(a)) (collectively, the "Surviving Debt"), the aggregate outstanding principal amount of which shall not exceed $350,000,000 as of the Closing Date, and (ii) the Borrower, the Company and each of their respective Subsidiaries shall have paid in full all other Indebtedness of the CompanyBorrower, any the Company and their respective Subsidiaries existing prior to the making of the initial Loans hereunder (all of the foregoing Indebtedness described in the foregoing clause (i) and (ii) referred to collectively as "Existing Debt"). The Agent shall be satisfied that the execution and delivery of, and the performance by each of the Borrower, the Company and their respective Subsidiaries of its Subsidiaries orrespective obligations under, to the knowledge of the Company, any Joint Venture, including outstanding commitments under any lines of credit, each Transaction Document to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture it is a party and consummation of the Transactions does not violate, conflict with or by which cause a default under any document or instrument evidencing Existing Debt, other than Existing Debt being repaid on the CompanyClosing Date. The Agent shall have received (i) payoff and lien termination and release agreements, any of its Subsidiaries, in form and substance satisfactory to the knowledge Agent, from each creditor of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure LetterBorrower, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its their respective Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the CompanyExisting Debt other than Surviving Debt, and (ii) such Form UCC-3 (or its applicable Subsidiaries andequivalent), to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be intellectual property lien releases in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current recordable form in all payments of principal applicable jurisdictions, and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company other lien and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company mortgage release and its Subsidiaries, taken as a whole.termination agreements,

Existing Indebtedness. (i) On the Closing Date, Holdings and its Subsidiaries shall have (a) There are no material repaid in full all Indebtedness and other obligations outstanding under, evidenced by or related to the Existing Credit Agreement, (b) terminated any commitments to lend or make other extensions of credit thereunder, (c) made arrangements satisfactory to Administrative Agent with respect to the cancellation of any letters of credit outstanding thereunder or the issuance of Letters of Credit to support the obligations of Holdings and its Subsidiaries with respect thereto and (d) delivered to Administrative Agent a customary payoff letter (or other reasonably satisfactory confirmation of the foregoing) and all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Holdings and its Subsidiaries thereunder. (ii) On the Closing Date (a) a notice of redemption with respect to the 10.25% Senior Notes due 2018 issued by First Wind Capital, LLC shall have been delivered, the indenture relating to such notes shall have been satisfied and discharged, and all documentation required to be delivered on the Closing Date pursuant to such indenture and the related security documents in connection with the release of the collateral securing such notes shall have been delivered, and Administrative Agent and the Arrangers shall have received copies thereof, (b) all indebtedness under the $291 million term loan B facility of the Xxxxxx joint venture of the Acquired Business shall have been repaid in full, (c) all indebtedness under the Secured Promissory Note dated as of November 21, 2011, between Hawaiian Island Holdings, LLC, as the borrower, and KeyBank National Association, as the lender, as amended by that certain Amendment No. 1 to Secured Promissory Note dated as of November 19, 2012, as further amended by that certain Amendment No. 2 to Secured Promissory Note dated as of December 14, 2012, as further amended by that certain Amendment No. 3 to Secured Promissory Note dated as of January 15, 2013 and as further amended by that certain Amendment No. 4 to Secured Promissory Note dated as of March 10, 2014 shall have been repaid in full, (d) all indebtedness under the Amended and Restated Reimbursement Agreement, dated as of July 25, 2013, among First Wind Utah Holdings, LLC, First Wind Utah Portfolio, LLC, First Wind Holdings, LLC, First Wind Capital, LLC, First Wind Portfolio, LLC, financial institutions party thereto, BNP Paribas, as Collateral Agent, Administrative Agent and as fronting bank, and other entities party thereto, shall have been repaid in full and all of the commitments thereunder shall have been terminated, (e) all indebtedness (other than such indebtedness in an aggregate principal amount not to exceed $25 million) under the credit agreements, promissory notes and other credit documents set forth on Schedule 3.1(f) shall have been repaid in full (or to the extent applicable, cash collateralized or supported by a back-to-back letter of credit) and (f) a customary payoff letter (or other reasonably satisfactory confirmation of satisfaction of the foregoing clauses (a) through (e)) and all documents or instruments necessary to release all Liens securing Indebtedness or other instruments evidencing or securing obligations of Holdings and its Subsidiaries thereunder shall have been delivered to Administrative Agent. (iii) After giving effect to the consummation of transactions contemplated by the Related Agreements, neither the Borrower nor its Subsidiaries (including the Acquired Business) will have any third party Indebtedness for borrowed money other than (i) other Indebtedness of the Company, any of Borrower or its Subsidiaries or(other than the Acquired Business) outstanding on November 17, 2014, (ii) the Senior Notes and any Indebtedness incurred under this Agreement, (iii) Indebtedness of the Acquired Business permitted to be incurred or outstanding on or prior to the knowledge of the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, Closing Date pursuant to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property Acquisition Agreement as of the date hereof (the “Existing Indebtedness”) other than as set forth in effect on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material (iv) except to the extent required to be repaid in accordance with the preceding sentence, any non-recourse project financing, (v) Indebtedness of TerraForm Warehouse, LLC to be incurred for purposes of developing certain subsidiaries of the Acquired Business and selling such subsidiaries to the Borrower, (vi) for the avoidance of doubt, any other Indebtedness of the Companytype described in clauses (a) - (m) or clause (r) of Section 6.1 hereof, its Subsidiaries or(vii) Indebtedness under the credit agreements, to the knowledge of the Company, the Joint Ventures promissory notes and other than as credit documents set forth on Section 4.22(bSchedule 3.1(f) of the Company Disclosure Letter. Except as set forth on Section 4.22(bin an aggregate principal amount not to exceed $25 million for all such indebtedness, and (viii) of the Company Disclosure LetterOakfield Wind, LLC’s LC Loan Notes dated as of the date hereofApril 30, there are no escrows2014 and May 15, reserves or deposits or letters 2014, Amended and Restated Construction Loan dated as of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property May 15, 2014 and Amended and Restated Financing Agreement dated as of May 15, 2014 and (ix) other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document debt approved by the Company, any of its Subsidiaries or, to Administrative Agent and the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (Arrangers in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholetheir reasonable discretion.

Existing Indebtedness. On the Effective Date, the Administrative Agent shall have received evidence reasonably satisfactory to it that (ai) There are no material agreements, documents or other instruments evidencing or securing Indebtedness of the Company, any of its Subsidiaries or, to the knowledge extent the Senior Notes are not purchased and retired on or before the Effective Date pursuant to tender offers for the Senior Notes, (A) irrevocable notices of redemption for the CompanySenior Notes not tendered shall have been, any Joint Ventureor substantially simultaneously with the effectiveness of this Agreement will be, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, given to the knowledge holders of such Senior Notes to redeem the Company, any Joint Venture is a party Senior Notes on or by which about 30 days following the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof Effective Date (the “Existing IndebtednessSenior Notes Redemption Date”) other than as set forth on Section 4.22(aand (B) the conditions to achieve a Covenant Defeasance of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, Senior Notes pursuant to the knowledge of the CompanySenior Notes Indentures have been, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection substantially simultaneously with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Propertyeffectiveness of this Agreement will be, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Companysatisfied; provided that, with respect to the other parties theretoFloating Rate Notes, except for such failures a Covenant Defeasance shall not be required if, prior to be or substantially simultaneously with the effectiveness of this Agreement, (1) the Floating Rate Supplemental Indenture shall have become effective and (2) cash in full force and effect that would not, individually or dollars shall have been deposited with the trustee under the Floating Rate Indenture in the aggregatean amount, reasonably be expected estimated by the Borrower (and reasonably approved by the Administrative Agent), sufficient to be material satisfy the requirements of Section 8.04(a)(i) of the Floating Rate Indenture; and (ii) all principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt Agreements (other than under the Senior Notes Indentures and other than with respect to any outstanding letters of credit collateralized in a manner satisfactory to the Company Administrative Agent) shall have been paid in full, the commitments to lend or make other extensions of credit thereunder terminated and its Subsidiariesall guarantees and security in support thereof discharged and released. The Administrative Agent shall have received evidence reasonably satisfactory to it (i) that, taken as a whole. None immediately after giving effect to the Transactions, none of the Company, Holdings or any of its Subsidiaries orshall have any Indebtedness other than the Indebtedness created under this Agreement, the Indebtedness created under the Term Loan Credit Agreement and the Indebtedness set forth on Schedule 6.01(a) and (ii) that, immediately after giving effect to the knowledge Transactions, there will not be exist any default or any event of default under any of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under documents governing the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or bothIndebtedness set forth on Schedule 6.01(a), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Existing Indebtedness. (i) The Parent, the Borrowers and their respective Restricted Subsidiaries shall have no Indebtedness for borrowed money outstanding as of the Closing Date other than under the Term Loan Facility, the Senior Notes, the Senior Subordinated Notes, the ABL Facility and the other Indebtedness permitted by Section 7.03 and (ii) the Parent, the Borrowers and their respective Subsidiaries shall have repaid in full all Indebtedness outstanding under the Existing Credit Facility, together with all accrued but unpaid interest, fees and other amounts owing thereunder (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations with respect to Existing Letters of Credit and (i) all commitments to lend or make other extensions of credit thereunder shall have been terminated, (ii) all security interests in respect of, and Liens securing, the Indebtedness and other obligations thereunder created pursuant to the security documentation relating thereto shall have been terminated and released, and the Agent shall have received all such releases as may have been reasonably requested by the Agent, which releases shall be in form and substance reasonably satisfactory to Agent, including, without limiting the foregoing, if applicable, (a) There are no material agreementsproper termination statements (Form XXX-0, documents XXXX 0X or other instruments evidencing the appropriate equivalent) for filing under the Uniform Commercial Code or securing Indebtedness equivalent statute or regulation of each jurisdiction where a financing statement or application for registration (Form XXX-0, XXXX 0X or the Company, any of its Subsidiaries or, appropriate equivalent) was filed with respect to the knowledge of Parent, the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture Borrowers or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect security interests created with respect to the CompanyExisting Credit Facility and (b) terminations or reassignments of any security interest in, its applicable Subsidiaries andor Lien on, to the knowledge any patents, trademarks, copyrights, or similar interests of the CompanyParent, the Joint Ventures, as applicable, and, to the knowledge Borrowers or any of the Company, their respective Subsidiaries and (iii) other than with respect to the other parties theretoExisting Letters of Credit, except for such failures to be in full force Holdings and effect that would not, individually or in the aggregate, its Subsidiaries shall have made arrangements reasonably be expected to be material satisfactory to the Company Agent and its Subsidiaries, taken as a whole. None the Joint Lead Arrangers for the cancellation of the Company, any letters of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholecredit outstanding thereunder.

Existing Indebtedness. (a1) There are no material Upon the written request of Purchaser, the Company and its Subsidiaries shall execute and deliver, or shall use reasonable best efforts to cause to be executed and delivered, at the Closing, one or more supplemental indentures, legal opinions, officers certificates or other documents or instruments required for the due assumption of, and succession to, the Company’s or its Subsidiaries’ outstanding debt, guarantees, securities and other similar agreements, documents or to evidence any adjustment to the terms thereof as a result of the consummation of the Acquisition, in each case to the extent required by the terms of such debt, guarantees, securities or other agreements and the Company and its Subsidiaries shall provide all assistance reasonably required by Purchaser in connection with obtaining the execution of such instruments (or any consents, waivers or replacement guarantees or other instruments evidencing requested by Purchaser in relation to such assumption or securing succession in respect of any of the Company’s or its Subsidiaries’ outstanding debt, guarantees, securities and other similar agreements) by the other parties required to execute such instruments. (2) If requested by Purchaser in writing, the Company and its Subsidiaries shall take any actions requested by Purchaser that are reasonably necessary for the payoff, satisfaction, discharge or defeasance of any existing Indebtedness of the Company, any of Company or its Subsidiaries or, to (including the knowledge release of the Company, any Joint Venture, including outstanding commitments under any lines Liens on assets of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries), taken and shall pay off, redeem, satisfy and discharge or defease, as applicable, such Indebtedness in accordance with the indenture, credit agreement, or other Contract governing such Indebtedness (the “Debt Payoffs”), including taking any action reasonably necessary to obtain payoff letters and lien releases in connection therewith; provided that any such action described above shall not be required unless it can be and is conditioned on the consummation of the Acquisition at the Effective Time, and, it being understood that at Closing, Purchaser, AcquireCo or its designee (which may be the Company) shall deposit with the appropriate trustee, agent or other recipient, cash or cash equivalents sufficient to actually effect such payoff, redemption, satisfaction and discharge or defeasance. The Company shall, and shall cause its applicable Subsidiaries to, use their respective reasonable best efforts to and to cause their respective Representatives to, provide cooperation reasonably requested by Purchaser in connection with any Debt Payoff. (3) The Company shall prepare all necessary and appropriate documentation in connection with any Debt Payoffs, as applicable, and the Company shall reasonably cooperate with Purchaser in connection with the preparation of such documentation and shall have a whole. None of reasonable opportunity to review and comment upon such documentation. (4) In connection with any Debt Payoff, Purchaser may select one or more dealer managers, information agents, depositaries and other agents, in each case as shall be reasonably acceptable to the Company, to provide assistance in connection therewith and the Company shall, and shall cause its Subsidiaries to, enter into customary agreements with such parties so selected; provided that neither the Company nor any of its Subsidiaries orshall be required to indemnify, to defend or hold harmless, or pay the knowledge of fees or reimburse the Companycosts and expenses of, any Joint Venture is in default in any material respectsuch party, nor has it received written notice that it is in default in any material respectwhich indemnification, under the Existing Loan Documents that remains uncured, and, fee and reimbursement obligations shall be borne by Purchaser pursuant to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for separate agreements with such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected parties to be material to which neither the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, nor any of its Subsidiaries orshall be a party or have any obligations under. (5) Purchaser shall promptly reimburse the Company for any reasonable out-of-pocket expenses and costs (including reasonable attorneys’ fees) incurred by the Company Indemnitees in connection with the matters contemplated by this Section 4.10. The Company Indemnitees shall be indemnified and held harmless by Purchaser and AcquireCo for and against any and all liabilities, to losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred, directly or indirectly, by the knowledge of Company Indemnitees in connection with the Companymatters contemplated by this Section 4.10, any Joint Ventureexcept, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the extent arising from fraud, bad faith, gross negligence or intentional Misrepresentation on the part of any Company Indemnitee. This Section 4.10(5) shall survive the consummation of the Acquisition and its Subsidiariesthe Effective Time and any termination of this Agreement, taken as a wholeand is intended to benefit, and may be enforced by, the Company Indemnitees and their respective heirs, executors, estates, personal representatives, successors and assigns, and shall be binding on all successors and assigns of Purchaser.

Existing Indebtedness. (i) On the Closing Date, Holdings and its Subsidiaries shall have (a) There are no material agreementsrepaid in full all Indebtedness and other obligations outstanding under, evidenced by or related to the Existing Revolving Credit Agreement (other than the Existing Letters of Credit), (b) terminated any commitments to lend or make other extensions of credit thereunder, (c) made arrangements satisfactory to Administrative Agent with respect to the cancellation of any letters of credit outstanding thereunder or the issuance of Letters of Credit to support the obligations of Holdings and its Subsidiaries with respect thereto, (d) terminated and released any Liens securing such Indebtedness and other obligations and (e) delivered to Administrative Agent a customary payoff letter (or other reasonably satisfactory confirmation of the foregoing) and all documents or other instruments evidencing or necessary to release all Liens securing Indebtedness or other obligations of the Company, any of Holdings and its Subsidiaries or, to the knowledge of the Company, any Joint Venture, including outstanding commitments under any lines of credit, to which the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge of the Company, any Joint Venture or any of their respective properties or assets is bound, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) other than as set forth on Section 4.22(a) of the Company Disclosure Letter (the “Existing Loan Documents”). Except as set forth on Section 4.22(a) of the Company Disclosure Letter, the Company has made available to Parent true, correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments and other material modifications theretothereunder. (bii) Section 4.22(b) After giving effect to the consummation of transactions contemplated by the Related Agreement and the Credit Documents to occur on the Closing Date, neither Borrower nor any of the Company Disclosure Letter indicates whether an Existing Loan Document is Guarantors will have any third party Indebtedness for borrowed money other than (i) any Indebtedness incurred under this Agreement, (ii) the 2023 Notes and the 2025 Notes, (iii) Indebtedness of Holdings and its Subsidiaries permitted to be incurred on or prior to the Closing Date pursuant to the Acquisition Agreement as in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of effect on the date hereof, there is no material (iv) Indebtedness outstanding under the Existing Term Credit Agreement, (v) Indebtedness under any non-recourse project financing, (vi) for the avoidance of doubt, any other Indebtedness of the Companytype described in clauses (a) - (m) and clauses (r), its Subsidiaries or(t), to (v) and (w) of Section 6.1 hereof, (vii) Indebtedness under the knowledge of the Companycredit agreements, the Joint Ventures promissory notes and other than as credit documents set forth on Section 4.22(bSchedule 3.1(f) of in an aggregate principal amount not to exceed $25,000,000 for all such indebtedness and (viii) other debt approved by Administrative Agent and the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established Arrangers in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”)their reasonable discretion. (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge of the Company, each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture, or to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except for such breaches, violations or that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Existing Indebtedness. (a) There are no material agreementsThe Administrative Agent shall have received evidence satisfactory to the Administrative Agent and the Lenders that, documents or other instruments evidencing or securing Indebtedness after giving effect to the consummation of the CompanyTransactions, any of (i) the Borrower and its Subsidiaries or, to the knowledge shall not be liable for or have outstanding any Indebtedness which is of the Company, any Joint Venture, including outstanding commitments under any lines type of credit, Indebtedness which would appear as a liability on (or would be required to which appear as a liability on) the Company, any of its Subsidiaries or, to the knowledge consolidated balance sheet of the Company, any Joint Venture is a party or by which the Company, any of its Subsidiaries, to the knowledge Borrower (and not of the Companytype required solely to be included in the footnotes thereto) and which Indebtedness shall include, any Joint Venture or any of their respective properties or assets is boundwithout limitation, including loans secured by Liens encumbering the Owned Real Property or JV Owned Real Property as of the date hereof (the “Existing Indebtedness”) Indebtedness for borrowed CKE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT money and Capitalized Lease Obligations, other than (A) the Loans outstanding hereunder as set forth on contemplated by Section 4.22(a4.1(n) of the Company Disclosure Letter and (the “Existing Loan Documents”B) Indebtedness permitted under Section 7.2 (but excluding Indebtedness described in Section 7.2(a). Except as set forth on Section 4.22(a) of the Company Disclosure Letter(collectively, the Company has made available to Parent true"SURVIVING DEBT"), correct and complete copies in all material respects of all Existing Loan Documents together with all material amendments (ii) the Borrower and other material modifications thereto. (b) Section 4.22(b) of the Company Disclosure Letter indicates whether an Existing Loan Document is in respect of Owned Real Property, JV Owned Real Property or Leased Real Property and lists the outstanding principal balance due, maturity date, interest rate, outstanding principal and accrued interest balances in respect of each loan comprising the Existing Indebtedness as of the date indicated thereon. As of the date hereof, there is no material Indebtedness of the Company, its Subsidiaries or, to the knowledge of the Company, the Joint Ventures other than as set forth on Section 4.22(b) of the Company Disclosure Letter. Except as set forth on Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, there are no escrows, reserves or deposits or letters of credits held or established in connection with the Existing Indebtedness. The Existing Indebtedness is not secured by any Lien encumbering any real property other than the Owned Real Property, JV Owned Real Property and Leased Real Property set forth on Section 4.22(b) of the Company Disclosure Letter (the “Encumbered Properties”). (c) The Existing Loan Documents are in full force and effect with respect to the Company, its applicable Subsidiaries and, to the knowledge of the Company, the Joint Ventures, as applicable, and, to the knowledge of the Company, with respect to the other parties thereto, except for such failures to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any Joint Venture is in default in any material respect, nor has it received written notice that it is in default in any material respect, under the Existing Loan Documents that remains uncured, and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Existing Loan Document, except for such defaults, violations or breaches that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company, each of its Subsidiaries and, to the knowledge shall have paid in full all other Indebtedness of the Company, Borrower and each Joint Venture, as to the applicable Encumbered Property, is current in all payments of principal and interest due under each Existing Loan Document applicable to it through the most recent scheduled payment date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No event has occurred which would result in a breach or violation of, or a default under, any Existing Loan Document by the Company, any of its Subsidiaries or, existing prior to the knowledge making of the Companyinitial Loans hereunder (all of the foregoing Indebtedness described in the foregoing clause (i) and (ii) referred to collectively as "EXISTING DEBT"). The Administrative Agent shall be satisfied that the execution and delivery of, and the performance by each of the Borrower and its Subsidiaries of its respective obligations under, each Transaction Document to which it is a party and consummation of the Transactions does not violate, conflict with or cause a default under any Joint Venturedocument or instrument evidencing Existing Debt. The Administrative Agent shall have received (i) payoff and lien termination and release agreements, or in form and substance satisfactory to the knowledge Administrative Agent, from each creditor of the CompanyBorrower and its Subsidiaries with respect to Existing Debt other than Surviving Debt, any other party thereto and (in each case, with ii) such UCC Amendments (or without notice or lapse of time or bothits equivalent), except for such breachesintellectual property lien releases in recordable form in all applicable jurisdictions, violations or that would notand other lien and mortgage release and termination agreements, individually or evidence of release of federal and state tax liens, all in the aggregate, reasonably be expected to be material form and substance satisfactory to the Company and its SubsidiariesAdministrative Agent, taken as a wholethe Administrative Agent shall request, duly executed by the appropriate Person in favor of which such Liens were granted.