Common use of Conditions Precedent to Amendments Clause in Contracts

Conditions Precedent to Amendments. 3.1.1 The amendments to the Credit Agreement set out in Article 2 of this Agreement (collectively, the “Amendments”) shall not become effective unless and until all the following conditions precedent are satisfied or waived by the Lenders (the “Effective Date”): (a) each of the signatories hereto has executed and delivered this Agreement; (b) each of the Obligors shall have duly executed and delivered to the Administrative Agent the Credit Documents and amendments and/or confirmations to the Credit Documents to which each is a party and required as a result of the Amendments, in form and substance satisfactory to the Administrative Agent; (c) the Administrative Agent and its legal counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; (d) the Borrower shall cause to be delivered to the Administrative Agent, in form and substance satisfactory to the Administrative Agent: (i) a Closing Certificate of the Borrower, certifying, among other things, that (x) no Default or Event of Default has occurred and is continuing and (y) there is no change in the information certified in the Perfection Certificates last delivered to the Administrative Agent that would result in the Liens in favour of the Administrative Agent on the Secured Assets becoming unperfected or, in the case of any after acquired assets, such assets not being subject to a Lien under a Security Document; (ii) a certificate of status or good standing or a certificate to similar effect for each Obligor, issued by the appropriate governmental body or agency; and (iii) an opinion of legal counsel to the Obligors relating to the enforceability of the Credit Agreement (as amended by this Agreement and the first amending agreement, the second amending agreement, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital hereof), the Credit Documents entered into in connection with this Agreement, and such other matters as the Administrative Agent may reasonably request; and (e) except as otherwise provided in the relevant amendments and/or confirmations to the Security Documents, all documents and instruments shall have been properly registered, recorded and filed in all places which are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Security.

Conditions Precedent to Amendments. 3.1.1 The amendments to the Existing Credit Agreement set out in Article 2 effected hereby shall be subject to the satisfaction of this Agreement (collectively, the “Amendments”) shall not become effective unless and until all the following conditions precedent are satisfied or waived by the Lenders (the “Effective Date”):conditions: (a) The following Documents shall have been executed by a duly authorized officer or duly authorized Person of each of the signatories hereto has executed parties thereto and delivered this Agreement; (b) each of the Obligors shall have duly executed and delivered to the Administrative Agent the Credit Documents and amendments and/or confirmations to the Credit Documents to which each is a party and required as a result of the Amendments, in form and substance satisfactory to the Administrative Agent; (c) the Administrative Agent and its legal counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; (d) the Borrower shall cause to be delivered to the Administrative Agent, in sufficient number as the Administrative Agent shall reasonably require, all in form and substance satisfactory to the Administrative Agent: (i) a Closing Certificate certified copy of the Borrowerarticles, certifyingby-laws, among other thingsauthorizing resolutions and certificate of incumbency of each Restricted Party, that (x) no Default certified by a senior officer of such party as being true, complete and correct copies thereof, as well as a copy of certificates dated as of a recent date from the appropriate Governmental Authority evidencing the existence of such Person in its jurisdiction of incorporation and, where required by any Requirements of Law, its qualification to conduct its business in each jurisdiction where the ownership, lease or Event operation of Default has occurred and is continuing and (y) there is no change in property or the information certified in the Perfection Certificates last delivered to the Administrative Agent that would result in the Liens in favour conduct of the Administrative Agent on the Secured Assets becoming unperfected or, in the case of any after acquired assets, business requires such assets not being subject to a Lien under a Security Documentqualification; (ii) this Agreement; (iii) the Arranger Fee Letter; (iv) the Closing and Amendment Fee Letter; (v) the executed legal opinions of Borrower’s (including counsel to the Scandinavian Subsidiaries) legal counsel; (vi) the items listed in the “closing matters” section of the closing agenda attached as Annex 7; (vii) to the extent not previously delivered to the Administrative Agent, the Security Documents set forth in Article 7; (viii) true, complete and correct copies of all consents, authorizations and filings, and any documents or instruments relating thereto, required or advisable under any Requirements of Law applicable to, or by any Contractual Obligation of, the Borrower in connection with the execution, delivery, performance, validity or enforceability of this Agreement (to the extent not delivered under the Existing Credit Agreement), together with a certificate of status a senior officer of the Borrower, stating that the foregoing are true copies and are all the consents, authorizations and filings, and any documents or good standing instruments relating thereto, so required, and such consents, authorizations, and filings, and any documents or a certificate instruments relating thereto, shall be satisfactory in form and substance to similar effect for each Obligor, issued by the appropriate governmental body or agencyAdministrative Agent and be in full force and effect; and (iiiix) an opinion such other Documents reasonably required by the Administrative Agent. (b) Since October 17, 2005, no event shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect. (c) No suit, action, investigation, inquiry or other proceeding (including, without limitation, the enactment or promulgation of legal counsel a statute or rule) by or before any arbitrator or any Governmental Authority shall be pending and no preliminary or permanent injunction or order by a provincial, state, federal or other court shall have been entered (i) in connection with any Document, or any of the transactions contemplated hereby or thereby or (ii) which could reasonably be expected to have a Material Adverse Effect. (d) The Borrower shall have paid in full all fees and expenses payable by it to the Obligors relating to Administrative Agent, the enforceability of Arrangers and the Credit Agreement (as amended by Lenders, including, without limitation, the fees payable under the Arranger Fee Letter and the Closing and Amendment Fee Letter, and all other Persons in connection with this Agreement and the first amending agreementtransaction contemplated herein that are payable by it on or before the Restatement Date pursuant to written agreements with each such Person. Unless otherwise required by the Administrative Agent, as determined by the second amending agreementAdministrative Agent acting reasonably, Documents delivered in connection with the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital hereof), the Existing Credit Documents entered into Agreement need not be delivered again in connection with this Agreement, and such other matters as the Administrative Agent may reasonably request; and (e) except as otherwise provided in the relevant amendments and/or confirmations to the Security Documents, all documents and instruments shall have been properly registered, recorded and filed in all places which are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Security.

Conditions Precedent to Amendments. 3.1.1 The amendments to in Section 1 hereof shall be effective as of the Credit Agreement set out in Article 2 of this Agreement (collectively, date hereof when the “Amendments”) shall not become effective unless and until all the following conditions precedent are satisfied or waived by the Lenders (the “Effective Date”):Bank receives: (a) each counterparts of this Amendment duly executed by the signatories hereto has executed Company and delivered this Agreementthe Bank; (b) each a certificate, dated as of the Obligors shall have duly executed and date hereof, of the Secretary or Assistant Secretary of the Company certifying that the Certificate of Incorporation of the Company attached to that certain Certification of Certificate of Incorporation of Zenith National Insurance Corp., dated September 30, 2002, heretofore delivered to the Administrative Agent the Credit Documents and amendments and/or confirmations to the Credit Documents to which each Bank, is a party true and required as a result complete copy of the AmendmentsCompany's Certificate of Incorporation, that it is in form full force and substance satisfactory effect as of the date hereof, and that there have been no additional filed or authorized amendments to the Administrative Agentit; (c) a certificate, dated as of the Administrative Agent date hereof, of the Secretary or Assistant Secretary of the Company certifying that the Bylaws of the Company attached to that certain Certification of Bylaws of Zenith National Insurance Corp. dated September 30, 2002, heretofore delivered to the Bank, is a true and its legal counsel shall be satisfied, acting reasonablycomplete copy of the Company's Bylaws, that all necessary approvalsthey are in full force and effect as of the date hereof, acknowledgements, directions and consents that there have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred no additional amendments to hereinthem; (d) copies of the Borrower shall cause resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the date hereof by the Secretary or an Assistant Secretary of the Company, together with a certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Amendment, and all other Loan Documents to be delivered to the Administrative Agent, in form and substance satisfactory to the Administrative Agent: (i) a Closing Certificate of the Borrower, certifying, among other things, that (x) no Default or Event of Default has occurred and is continuing and (y) there is no change in the information certified in the Perfection Certificates last delivered to the Administrative Agent that would result in the Liens in favour of the Administrative Agent on the Secured Assets becoming unperfected or, in the case of any after acquired assets, such assets not being subject to a Lien under a Security Documentby it hereunder; (iie) a certificate payment of status or good standing or a certificate all expenses, including legal fees and expenses of counsel to similar effect for each Obligorthe Bank, issued incurred by the appropriate governmental body Bank in connection with this Amendment, to the extent invoiced to the Company on or agencyprior to the date hereof; and (iiif) an opinion of legal counsel to the Obligors relating to the enforceability of the Credit Agreement (as amended by this Agreement and the first amending agreementsuch other agreements, the second amending agreementdocuments, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital hereof), the Credit Documents entered into in connection with this Agreementinstruments, and such other matters items as the Administrative Agent Bank may reasonably request; and (e) except as otherwise provided in the relevant amendments and/or confirmations to the Security Documents, all documents and instruments shall have been properly registered, recorded and filed in all places which are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Security.

Conditions Precedent to Amendments. 3.1.1 The amendments to the Existing Credit Agreement set out reflected in Article 2 of this Agreement (collectively, the “Amendments”) shall not become effective unless and until all the following conditions precedent are satisfied or waived by have been satisfied, in each case to the satisfaction of the Agent and the Lenders (the “Effective Date”):in their sole discretion: (a) each of the signatories hereto has executed and delivered this Agreementall conditions precedent in Section 9.02 shall have been satisfied; (b) each the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Obligors Companies; and without limiting the generality of the foregoing the Lenders shall have duly received and be satisfied with: (i) an internally-prepared balance sheet of the Borrower; (ii) financial projections in respect of the Borrower on a consolidated basis for the current Fiscal Year and the immediately following three (3) Fiscal Years; (iii) a Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month; (v) the Borrower’s proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; DOCPROPERTY "CUS_DocIDChunk0" NATDOCS\70776052\V-4 (vi) the terms and conditions of all Material Agreements; (vii) the terms and conditions of all Material Permits; (viii) certified true copies of each Company’s licences issued by Governmental Authorities, together with copies of all material correspondence received from Governmental Authorities relating thereto, including any communication with regard to non-compliance items; (ix) evidence that the Companies maintain insurance as required herein, together with a satisfactory report of an insurance consultant retained by the Agent (at the expense of the Borrower) with respect to the terms and conditions of all insurance policies; (x) evidence of property insurance, liability insurance and workers’ compensation insurance in respect of the Properties each in an amount satisfactory to the Required Lenders acting reasonably, together with a satisfactory report regarding such insurance from an insurance consultant satisfactory to the Required Lenders; (xi) satisfactory evidence that there are no arrears of property tax with respect to any Property; (c) the Shareholders shall have invested not less than thirteen million Canadian Dollars (CDN$13,000,000) in the Borrower in the form of Subordinated Debt; (d) the Shareholders (or any one of them) shall have invested not less than sixteen million Canadian Dollars (CDN$16,000,000) in the Borrower in the form of equity; (e) the Agent and the Lenders shall have conducted and be satisfied with a site visit of each Property, if desired; (f) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adversely, could constitute a Material Adverse Change; (g) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Administrative Agent and the Credit Documents Lenders; (h) the Companies shall have no Funded Debt except Permitted Funded Debt; (i) the Agent shall have received satisfactory evidence that there are no Liens affecting any of the Companies or their assets except Permitted Liens; and amendments and/or confirmations to the Credit Agent shall have received particulars of all Permitted Liens, specifically including the assets encumbered thereby, the amounts due thereunder, and if requested by the Agent, confirmation from the holders thereof that the terms thereof are being complied with; (j) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (k) the Agent shall have received an officer’s certificate and certified copies of resolutions of the board of directors of each Company concerning the due authorization, execution and delivery of the Loan Documents to which each it is a party party, and required such related matters as the Agent and the Lenders may reasonably require; DOCPROPERTY "CUS_DocIDChunk0" NATDOCS\70776052\V-4 (l) the Agent shall have received a result certificate of status, certificate of compliance or similar certificate for each Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (m) the Agent and the Lenders shall have received opinions from the solicitors for each Company regarding its corporate status, the due authorization, execution, delivery and enforceability of the AmendmentsLoan Documents provided by it, and such other matters as the Agent and the Lenders may reasonably require, in form and substance satisfactory to the Administrative AgentAgent and the Lenders; (c) the Administrative Agent and its legal counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; (dn) the Borrower shall cause to be delivered have confirmed in writing that the Companies do not own assets or carry on business in any jurisdiction other than Canada; (o) the Companies shall have satisfied all requirements of the Agent and the Lenders under AML Legislation; (p) the Borrower shall have paid to the Administrative Agent, in form and substance or made arrangements satisfactory to the Administrative Agent for the payment of, all fees and expenses (including the Agent: (i’s legal expenses) a Closing Certificate relating to the establishment and continuation of the BorrowerFacilities, certifyingspecifically including all underwriting fees, among other things, that (x) no Default or Event of Default has occurred arrangement fees and is continuing similar fees as agreed in writing between the Borrower and (y) there is no change in the information certified in the Perfection Certificates last delivered to the Administrative Agent that would result in the Liens in favour of the Administrative Agent on the Secured Assets becoming unperfected or, in the case of any after acquired assets, such assets not being subject to a Lien under a Security Document; (ii) a certificate of status or good standing or a certificate to similar effect for each Obligor, issued by the appropriate governmental body or agencyAgent; and (iiiq) an opinion of legal counsel to the Obligors relating to the enforceability of the Credit Agreement (as amended by this Agreement Agent and the first amending agreement, the second amending agreement, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital hereof), the Credit Documents entered into in connection with this Agreement, and such other matters as the Administrative Agent may reasonably request; and (e) except as otherwise provided in the relevant amendments and/or confirmations to the Security Documents, all documents and instruments Lenders shall have been properly registeredreceived such additional evidence, recorded documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and filed in all places which are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Securityconditions contained herein.

Conditions Precedent to Amendments. 3.1.1 The amendments to the Credit Agreement set out in Article 2 of this Agreement contemplated by Section 2.1 (collectively, the “Amendments”) shall not become effective unless the Administrative Agent confirms in writing to the Borrower and until all the following conditions precedent are satisfied Lenders party hereto, constituting the Majority Lenders, (an “Effective Notice”) that it has received (and/or the Lenders party hereto, constituting the Majority Lenders, have waived receipt of) the following: 4.1.1 a duly executed original (or waived facsimile or pdf copy) of this first amending agreement signed by the Borrower, the Administrative Agent and the Lenders party hereto, constituting the Majority Lenders; 4.1.2 a duly executed original (or facsimile or pdf copy) of a confirmation of the Material Subsidiary Guaranty in the form of Exhibit A hereto signed by each Guarantor (the “Effective DateConfirmation”):); (a) each 4.1.3 a certificate of an officer of the signatories hereto has executed and delivered this Agreement; (b) each of the Obligors shall have duly executed and delivered to the Administrative Agent the Credit Documents and amendments and/or confirmations to the Credit Documents to which each is a party and required as a result of the AmendmentsBorrower, in form and substance satisfactory to the Administrative Agent; Agent attaching (c) the Administrative Agent and its legal counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; (d) the Borrower shall cause to be delivered to the Administrative Agent, in form and substance satisfactory to the Administrative Agent: (ia) a Closing Certificate true, complete and correct copy of the resolutions of the board of directors of the Borrower, certifyingwhich has been duly and validly passed, among other thingsauthorizing the Borrower to enter into, that execute, deliver and perform its obligations under, this first amending agreement and (xb) a true, complete and correct copy of the articles of amendment of the Borrower dated August 10, 2012; 4.1.4 no Default or Event of Default has shall have occurred and is be continuing or will result from giving effect to the Amendments before and (y) there is no change after giving effect to the Amendments; and 4.1.5 payment in full of the information certified in the Perfection Certificates last delivered to Amendment Fees. The date the Administrative Agent that would result provides the Effective Notice to the Borrower and the Lenders party hereto, constituting the Majority Lenders, is referred to in this first amending agreement as the Liens in favour “Effective Date”. Upon the Effective Date occurring, (a) the Amendments contemplated by Section 2.1 shall take effect as of and from the Administrative Agent on the Secured Assets becoming unperfected or, in the case of any after acquired assets, such assets not being subject to a Lien under a Security Document; (ii) a certificate of status or good standing or a certificate to similar effect for each Obligor, issued date hereof. The Credit Agreement as amended by the appropriate governmental body or agency; and (iii) an opinion of legal counsel to the Obligors relating to the enforceability of Amendments shall constitute one agreement, and the Credit Agreement (as so amended by this Agreement is hereby ratified and the first amending agreement, the second amending agreement, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital hereof), the Credit Documents entered into in connection with this Agreement, and such other matters as the Administrative Agent may reasonably request; and (e) except as otherwise provided in the relevant amendments and/or confirmations to the Security Documents, all documents and instruments shall have been properly registered, recorded and filed in all places which are desirable or required to make effective the Security created or intended to be created confirmed by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Securityparties hereto.

Conditions Precedent to Amendments. 3.1.1 The amendments to the Existing Credit Agreement set out reflected in Article 2 of this Agreement (collectively, the “Amendments”) shall not become effective unless and until all the following conditions precedent are satisfied or waived by have been satisfied, in each case to the satisfaction of the Agent and the Lenders (the “Effective Date”):in their sole discretion: (a) each of the signatories hereto has executed and delivered this Agreementall conditions precedent in Section 9.02 shall have been satisfied; (b) each the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Obligors Companies; and without limiting the generality of the foregoing the Lenders shall have duly received and be satisfied with: (i) an internally-prepared balance sheet of the Borrower; (ii) financial projections in respect of the Borrower on a consolidated basis for the current Fiscal Year and the immediately following three (3) Fiscal Years; (iii) a Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month; (v) the Borrower’s proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (vi) the terms and conditions of all Material Agreements; (vii) the terms and conditions of all Material Permits; (viii) certified true copies of each Company’s licences issued by Governmental Authorities, together with copies of all material correspondence received from Governmental Authorities relating thereto, including any communication with regard to non-compliance items; (ix) the Shareholders’ Agreement; (x) evidence that the Companies maintain insurance as required herein, together with a satisfactory report of an insurance consultant retained by the Agent (at the expense of the Borrower) with respect to the terms and conditions of all insurance policies; (xi) evidence of property insurance, liability insurance and workers’ compensation insurance in respect of the Properties each in an amount satisfactory to the Required Lenders acting reasonably, together with a satisfactory report regarding such insurance from an insurance consultant satisfactory to the Required Lenders; (xii) satisfactory evidence that there are no arrears of property tax with respect to any Property; (xiii) a completed environmental questionnaire in respect of the D2 Property in the Agent’s standard form containing information which is not inconsistent with the representations and warranties herein with respect to environmental matters; (xiv) a report relating to the Projects: (A) confirming the costs incurred in connection with the Projects up to the Amendment Closing Date; (B) projecting the costs to be incurred after the Amendment Closing Date in connection with the Projects; and (C) setting out a construction budget for the Projects; (xv) the D2 Property Appraisal, together with a transmittal letter which permits the Agent and the Lenders to rely thereon; (c) the Shareholders shall have invested not less than thirteen million Canadian Dollars (CDN$13,000,000) in the Borrower in the form of Subordinated Debt; (d) the Shareholders (or any one of them) shall have invested not less than sixteen million Canadian Dollars (CDN$16,000,000) in the Borrower in the form of equity; (e) the Agent and the Lenders shall have conducted and be satisfied with a site visit of each Property, if desired; (f) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adversely, could constitute a Material Adverse Change; (g) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Administrative Agent and the Credit Documents Lenders; (h) the Companies shall have no Funded Debt except Permitted Funded Debt; (i) the Agent shall have received satisfactory evidence that there are no Liens affecting any of the Companies or their assets except Permitted Liens; and amendments and/or confirmations to the Credit Agent shall have received particulars of all Permitted Liens, specifically including the assets encumbered thereby, the amounts due thereunder, and if requested by the Agent, confirmation from the holders thereof that the terms thereof are being complied with; (j) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (k) the Agent shall have received an officer's certificate and certified copies of resolutions of the board of directors of each Company concerning the due authorization, execution and delivery of the Loan Documents to which each it is a party party, and required such related matters as the Agent and the Lenders may reasonably require; (l) the Agent shall have received a result certificate of status, certificate of compliance or similar certificate for each Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (m) the Agent and the Lenders shall have received opinions from the solicitors for each Company regarding its corporate status, the due authorization, execution, delivery and enforceability of the AmendmentsLoan Documents provided by it, and such other matters as the Agent and the Lenders may reasonably require, in form and substance satisfactory to the Administrative AgentAgent and the Lenders; (c) the Administrative Agent and its legal counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; (dn) the Borrower shall cause to be delivered to have confirmed in writing that the Administrative Agent, Companies do not own assets or carry on business in form any jurisdiction other than Canada; (o) the Companies shall have satisfied all requirements of the Agent and substance the Lenders under AML Legislation; (p) the Agent shall have received evidence satisfactory to it of the Administrative Agentsettlement of the Shareholder Dispute in accordance with the Settlement Agreement, including: (i) a Closing Certificate evidence of delivery of all deliverables under the Borrower, certifying, among other things, that (x) no Default or Event of Default has occurred and is continuing and (y) there is no change in the information certified in the Perfection Certificates last delivered to the Administrative Agent that would result in the Liens in favour of the Administrative Agent on the Secured Assets becoming unperfected or, in the case of any after acquired assets, such assets not being subject to a Lien under a Security DocumentSettlement Agreement; (ii) a certificate certified true copy of status or good standing or a certificate mutual final release with respect to similar effect for each Obligor, issued by all claims and disputes forming part of the appropriate governmental body or agencyShareholder Dispute; and (iii) an opinion delivery by Emerald Canada of legal counsel the Emerald Note to the Obligors Borrower and the effective grant of a security interest by the Borrower in favour of the Agent in respect of the Emerald Note; (q) the Borrower shall have paid to the Agent, or made arrangements satisfactory to the Agent for the payment of, all fees and expenses (including the Agent’s legal expenses) relating to the enforceability establishment and continuation of the Credit Agreement (Facilities, specifically including all underwriting fees, arrangement fees and similar fees as amended by this Agreement agreed in writing between the Borrower and the first amending agreement, the second amending agreement, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital hereof), the Credit Documents entered into in connection with this Agreement, and such other matters as the Administrative Agent may reasonably requestAgent; and (er) except as otherwise provided in the relevant amendments and/or confirmations to Agent and the Security Documents, all documents and instruments Lenders shall have been properly registeredreceived such additional evidence, recorded documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and filed in all places which are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Securityconditions contained herein.

Conditions Precedent to Amendments. 3.1.1 The amendments to the 2014 Credit Agreement set out reflected in Article 2 of this Agreement shall become effective on the date (collectively, the “AmendmentsAmendment Closing Date”) shall not become effective unless and until on which all of the following conditions precedent are satisfied or waived by have been satisfied, in each case to the satisfaction of the Agent and the Lenders (the “Effective Date”):in their sole discretion: (a) each the Lenders shall have completed and shall be satisfied with their due diligence in respect of the signatories hereto has executed Companies, specifically including due diligence with respect to: (i) the Year-end Financial Statements in respect of the Fiscal Years ended September 30, 2014 and delivered this AgreementSeptember 30, 2015; (ii) financial projections for the Fiscal Years ending September 30, 2016, September 30, 2017 and September 30, 2018, taking into account the UCB Purchase Transaction and the increase in the Facilities contemplated herein; (iii) insurance policies; (iv) the terms and conditions of the Material Purchase Agreements (except the [REDACTED: REFERENCE TO POSSIBLE FUTURE PRODUCT ACQUISITION TRANSACTION]) and all other Material Agreements (true, correct and complete copies of which shall have been provided to the Agent and the Lenders); (v) the terms and conditions of all Material Permits; (vi) the status of any litigation which may affect the Companies; (vii) the corporate and capital structure of the Companies; (viii) key management of the Companies; and (ix) business, environmental, regulatory, tax and legal matters; (b) the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Borrower and the UCB Purchase Transaction, specifically including the terms and conditions of the UCB Agreements (both as to legal and business matters); (c) the Agent shall have received a certificate from an officer of the Borrower confirming that (i) upon acknowledgement by UCB that it has received (on a Business Day) the purchase price payable under the UCB Purchase Agreement, all transactions contemplated by the UCB Agreements (other than transactions expressly provided therein to occur at a future time) will be completed, (ii) the Borrower is not aware of any information inconsistent in any material respect with any of the representations or warranties provided by UCB to the Borrower in the UCB Purchase Agreement or which could reasonably be expected to be material to a purchaser of the Business Assets (as defined therein) other than any information disclosed in the UCB Purchase Agreement (including any annexes and schedules thereto); (iii) the Borrower has not waived any material conditions precedent contained in the UCB Purchase Agreement for its benefit, (iv) all documents required to complete such transactions have been executed and delivered in escrow and shall be automatically released from escrow upon receipt by UCB of the said purchase price, and (v) all approvals from Governmental Authorities or third parties which are necessary in connection therewith (excluding for greater certainty, any such approvals that are not required prior to completion of the UCB Purchase Transaction pursuant to the UCB Agreements) have been given unconditionally and without containing any onerous terms except as provided in section 7.05 herein; (d) the Security shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been made (except to the extent described in section 8.03), and any other documentation required by the Agent and the Lenders shall have been executed and delivered, all in form and substance satisfactory to the Agent and the Lenders in their sole discretion; (e) the Agent and the Lenders shall have received satisfactory evidence that no Liens other than Permitted Liens have been registered (i) against each Company which is required to provide additional Security on the Amendment Closing Date in its governing jurisdiction or against its assets in any jurisdiction in which Security in respect of such Company has been registered; or (ii) in the European Union Intellectual Property Office, and also in public registries in the UCB Key Countries which are not members of the European Union, in respect of any property (including Intellectual Property) to be acquired by such Companies pursuant to the UCB Agreements; (f) to the extent requested by the Agent, the Agent and the Lenders shall have received particulars of all Permitted Liens, specifically including the assets encumbered thereby, the amounts due thereunder, and confirmation from the holders thereof that the terms thereof are being complied with; (g) the Agent shall have received satisfactory evidence that the property and assets of the Companies are insured in accordance with the requirements herein; (h) the Agent shall have received satisfactory evidence that the Borrower has available cash (for greater certainty, excluding the proceeds from any Advances hereunder) in an amount not less than Forty-One Million Dollars ($41,000,000); (i) the Agent and the Lenders shall have received a pro forma Compliance Certificate which evidences the Borrower’s compliance with the financial ratios and covenants set out in section 7.03 herein as at the Amendment Closing Date, determined as if the UCB Purchase Transaction had been completed (and for greater certainty, reflecting the adjustments in the definition of EBITDA herein); provided that in respect of the period following September 30, 2015 such Compliance Certificate shall be based on the projections previously delivered by the Borrower to the Lenders; (j) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated herein shall have been given unconditionally and without containing any onerous terms; (k) the Agent shall have received a certificate of status, certificate of compliance or similar certificate for each of the Obligors Borrower, Merus Luxco, Merus Luxco II and Merus Netherlands, issued by its governing jurisdiction; (l) the Agent shall have duly executed received an officer's certificate and delivered certified copies of resolutions of the board of directors of the Borrower and each other Company which is required to provide additional Security on the Administrative Agent Amendment Closing Date concerning the Credit Documents due authorization, execution and amendments and/or confirmations to delivery of the Credit Loan Documents to which each it is a party party, and required such related matters as a result the Agent and the Lenders may reasonably require; (m) for each Luxembourg Guarantor, the Agent shall have received (i) an electronic certified excerpt of the AmendmentsLuxembourg Companies Register dated no more than one Business Days prior to the date of this Agreement (ii) a solvency certificate dated as of the date of this Agreement (signed by a director or an authorized signatory) that it is not subject to nor, as applicable, does it meet or threaten to meet the criteria of bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally and no application has been made or is to be made by its director or, as far as it is aware, by any other Person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings and (iii) an electronic certified copy of a certificate of non-registration of judgments (certificat de non-inscription d’une décision judiciaire), issued by the Luxembourg Companies Register on the date of this Agreement and reflecting the situation no more than one Business Day prior to the date of this Agreement, certifying that, as of the date of the day immediately preceding such certificate, the Luxembourg Guarantor has not been declared bankrupt (en faillite), and that it has not applied for general settlement or composition with creditors (concordat préventif de faillite), controlled management (gestion controlee), or reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 2 to 11, 13 and Article 14 of the Luxembourg Act dated 19 December 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time), (and which include foreign court decisions as to faillite, concordat or analogous procedures according to Council Regulation (EC) n°1346/2000 of 29 May 2000 on insolvency proceedings); (n) the Agent and the Lenders shall have received an opinion from the solicitors for each of the Borrower and each other Company which is required to provide additional Security on the Amendment Closing Date regarding its corporate status, the due authorization, execution, delivery and enforceability of the Loan Documents (other than the Loan Documents governed by Luxembourg law in which case such opinion on enforceability of such Loan Documents will be provided by Agent’s counsel) provided by it, and such other matters as the Agent and the Lenders may reasonably require, in form and substance satisfactory to the Administrative Agent and the Lenders in their sole discretion; (o) the Borrower shall have paid to the Agent all fees and expenses (including the Agent’s legal expenses) relating to the establishment of the Facilities, specifically including all underwriting fees, arrangement fees and similar fees as agreed in writing between the Borrower and the Agent; (c) the Administrative Agent and its legal counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; (dp) the Borrower shall cause to be delivered to the Administrative Agent, in form and substance satisfactory to the Administrative Agent: (i) a Closing Certificate have satisfied all requirements of the Borrower, certifying, among other things, that (x) no Default or Event of Default has occurred and is continuing and (y) there is no change in the information certified in the Perfection Certificates last delivered to the Administrative Agent that would result in the Liens in favour of the Administrative Agent on the Secured Assets becoming unperfected or, in the case of any after acquired assets, such assets not being subject to a Lien each Lender under a Security Document; (ii) a certificate of status or good standing or a certificate to similar effect for each Obligor, issued by the appropriate governmental body or agencyAML Legislation; and (iiiq) an opinion of legal counsel to the Obligors relating to the enforceability of the Credit Agreement (as amended by this Agreement Agent and the first amending agreementLenders shall have received such additional evidence, the second amending agreement, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital hereof), the Credit Documents entered into in connection with this Agreement, and such other matters documents or undertakings as the Administrative Agent it may reasonably request; and (e) except as otherwise provided require to complete the transactions contemplated hereby in accordance with the relevant amendments and/or confirmations to the Security Documents, all documents terms and instruments shall have been properly registered, recorded and filed in all places which are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Securityconditions contained herein.

Conditions Precedent to Amendments. 3.1.1 The effectiveness of the amendments to the Credit Agreement set out forth in Article 2 Section 1 above is subject to the satisfaction of this Agreement (collectively, the “Amendments”) shall not become effective unless and until all the following conditions precedent are satisfied or waived by the Lenders (the “Effective Date”):precedent: (a) each the Administrative Agent and the Arranger shall have received counterparts of this Amendment, duly executed by the signatories hereto has executed Borrowers, the Administrative Agent, the Subsidiary Guarantors and delivered this Agreementthe Requisite Lenders; (b) newly certified Organizational Documents of each Borrower (or a certificate, dated as of the Obligors shall date hereof, of an Officer of each Borrower, certifying that there have duly executed and delivered been no changes to the Administrative Agent Organizational Documents of such Borrower since the Closing Date); (c) a current certificate of existence/good standing (or an equivalent document, if applicable) of each Borrower issued by the jurisdiction in which such entity is organized, each dated a recent date prior to the date hereof; (d) to the extent that, as applicable, the Officers of each Borrower that executed the Credit Documents Agreement and the Officers of each Subsidiary Guarantor that executed the Subsidiary Guaranty differ from the Officers of the respective Loan Parties executing this Amendment, incumbency certificates of such Officers executing this Amendment; (e) resolutions from the applicable Governing Body of each Loan Party authorizing the execution, delivery and performance of this Amendment and approving the amendments and/or confirmations to the Credit Documents to which each is a party and required as a result Agreement set forth herein (including, without limitation, the increase of the AmendmentsIncremental Amount and the resulting maximum principal amount available under the Credit Agreement); (f) an opinion of counsel as to the due authorization, execution, delivery and enforceability of this Amendment and the Credit Agreement (as amended hereby), in form and substance satisfactory to the Administrative AgentAgent and the Arranger; (cg) all reasonable fees and expenses of the Administrative Agent (including the reasonable fees and its legal expenses of counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; (d) the Borrower shall cause to be delivered to the Administrative Agent, in form and substance satisfactory to the Administrative Agent: (i) a Closing Certificate of the Borrower, certifying, among other things, that (x) no Default or Event of Default has occurred and is continuing and (y) there is no change in the information certified in the Perfection Certificates last delivered to the Administrative Agent that would result to the extent invoiced prior to the date hereof) in the Liens connection with this Amendment shall have been paid in favour full (without prejudice to final settling of the Administrative Agent on the Secured Assets becoming unperfected or, in the case of any after acquired assets, accounts for such assets not being subject to a Lien under a Security Document; (ii) a certificate of status or good standing or a certificate to similar effect for each Obligor, issued by the appropriate governmental body or agencyfees and expenses); and (iiih) an opinion all reasonable fees and expenses of legal the Arranger (including the reasonable fees and expenses of counsel to the Obligors relating Arranger to the enforceability of extent invoiced prior to the Credit Agreement (as amended by this Agreement and the first amending agreement, the second amending agreement, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital date hereof), the Credit Documents entered into ) in connection with this Agreement, and such other matters as the Administrative Agent may reasonably request; and (e) except as otherwise provided in the relevant amendments and/or confirmations to the Security Documents, all documents and instruments Amendment shall have been properly registered, recorded paid in full (without prejudice to final settling of accounts for such fees and filed in all places which are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Securityexpenses).

Conditions Precedent to Amendments. 3.1.1 The amendments to the 2016 Credit Agreement set out reflected in Article 2 of this Agreement shall become effective on the date (collectively, the “AmendmentsAmendment Closing Date”) shall not become effective unless and until on which all of the following conditions precedent are satisfied or waived by have been satisfied, in each case to the satisfaction of the Agent and the Lenders (the “Effective Date”):in their sole discretion: (a) each of the signatories hereto has executed and delivered this Agreementall conditions present in Section 11.02 shall have been satisfied; (b) each no litigation is pending or threatened in writing against one or more of the Obligors Companies that, if decided against the applicable Company or Companies, could constitute a Material Adverse Change; (c) all Security required to be provided prior to the Amendment Closing Date shall have duly been executed and delivered to delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Administrative Agent the Credit Documents Lenders in connection therewith shall have been executed and amendments and/or confirmations to the Credit Documents to which each is a party and required as a result of the Amendmentsdelivered, all in form and substance satisfactory to the Administrative Agent; (c) the Administrative Agent and its legal counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with the Lenders in respect of all agreements and transactions referred to hereintheir sole discretion; (d) the Borrower Companies shall cause to be delivered to have no other Funded Debt (except Funded Debt which will constitute Permitted Funded Debt hereunder); (e) the Administrative Agent and the Lenders shall have received satisfactory evidence that there are no Liens affecting any of the Companies, except for Permitted Liens; (f) if requested by the Agent, the Agent and the Lenders shall have received particulars of all Permitted Liens, specifically including the assets encumbered thereby, the amounts due thereunder, and confirmation from the holders thereof that the terms thereof are being complied with; (g) the property and assets of the Secured Companies shall be insured in form accordance with the requirements of this Agreement; (h) the Agent shall have received an officer's certificate and substance satisfactory certified copies of resolutions of the board of directors of each Secured Company concerning the due authorization, execution and delivery of the Loan Documents to which it is a party, and such related matters as the Administrative Agent:Agent and the Lenders may reasonably require; (i) the Agent shall have received a Closing Certificate certificate of the Borrowerstatus, certifying, among certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction and each other things, that (x) no Default jurisdiction in which it carries on business or Event of Default has occurred and is continuing and (y) there is no change in the information certified in the Perfection Certificates last delivered to the Administrative Agent that would result in the Liens in favour of the Administrative Agent on the Secured Assets becoming unperfected or, in the case of holds any after acquired material assets, such assets not being subject to a Lien under a Security Document; (iij) a certificate of status or good standing or a certificate to similar effect the Agent shall have received opinions from the solicitors for each ObligorSecured Company regarding its corporate status, issued by the appropriate governmental body or agency; and (iii) an opinion of legal counsel to the Obligors relating to the due authorization, execution, delivery and enforceability of the Credit Agreement (as amended Loan Documents provided by this Agreement and the first amending agreement, the second amending agreement, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital hereof), the Credit Documents entered into in connection with this Agreementit, and such other matters as the Administrative Agent and the Lenders may reasonably requestrequire; (k) the Agent and the Lenders shall have received a Compliance Certificate which evidences compliance with all financial covenants in Section 9.03 as at September 30, 2016; (l) the Companies shall have satisfied all requirements of the Agent and each Lender under AML Legislation; (m) the Borrowers shall have paid to the Agent all fees and expenses (including the Agent’s reasonable third party legal expenses) relating to the amendments contained herein, specifically including all underwriting fees, arrangement fees and similar fees as agreed in writing between the Borrowers and the Agent; and (en) except as otherwise provided in the relevant amendments and/or confirmations to Agent and the Security Documents, all documents and instruments Lenders shall have been properly registeredreceived such additional evidence, recorded documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and filed in all places which are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Securityconditions contained herein.

Conditions Precedent to Amendments. 3.1.1 The amendments to the 2019 Credit Agreement set out reflected in Article 2 of this Agreement (collectively, the “Amendments”) shall not become effective unless and until all the following conditions precedent are satisfied or waived by have been satisfied, in each case to the satisfaction of the Agent and the Lenders (the “Effective Date”):in their sole discretion: (a) each of the signatories hereto has executed and delivered this Agreementall conditions precedent in Section 9.02 shall have been satisfied; (b) each the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Obligors Companies; and without limiting the generality of the foregoing the Lenders shall have duly received and be satisfied with: (i) an internally-prepared balance sheet of the Borrower; (ii) financial projections in respect of the Borrower on a consolidated basis for the current Fiscal Year and the immediately following three (3) Fiscal Years; (iii) a Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month; (v) the Borrower’s proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (vi) the terms and conditions of all Material Agreements; (vii) the terms and conditions of all Material Permits; (viii) certified true copies of each Company’s licences issued by Governmental Authorities, together with copies of all material correspondence received from Governmental Authorities relating thereto, including any communication with regard to non-compliance items; (ix) the Shareholders’ Agreement; (x) evidence that the Companies maintain insurance as required herein, together with a satisfactory report of an insurance consultant retained by the Agent (at the expense of the Borrower) with respect to the terms and conditions of all insurance policies; (xi) evidence of property insurance, liability insurance and workers’ compensation insurance in respect of the Properties each in an amount satisfactory to the Required Lenders acting reasonably, together with a satisfactory report regarding such insurance from an insurance consultant satisfactory to the Required Lenders; (xii) satisfactory evidence that there are no arrears of property tax with respect to any Property; (xiii) a completed environmental questionnaire in respect of the D2 Property in the Agent’s standard form containing information which is not inconsistent with the representations and warranties herein with respect to environmental matters; (xiv) a report relating to the Projects: (A) confirming the costs incurred in connection with the Projects up to the Amendment Closing Date; (B) projecting the costs to be incurred after the Amendment Closing Date in connection with the Projects; and (C) setting out a construction budget for the Projects; (xv) the D2 Property Appraisal, together with a transmittal letter which permits the Agent and the Lenders to rely thereon; (c) the Shareholders shall have invested not less than thirteen million Canadian Dollars (CDN$13,000,000) in the Borrower in the form of Subordinated Debt; (d) the Shareholders (or any one of them) shall have invested not less than sixteen million Canadian Dollars (CDN$16,000,000) in the Borrower in the form of equity; (e) the Agent and the Lenders shall have conducted and be satisfied with a site visit of each Property, if desired; (f) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adversely, could constitute a Material Adverse Change; (g) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Administrative Agent and the Credit Documents Lenders; (h) the Companies shall have no Funded Debt except Permitted Funded Debt; (i) the Agent shall have received satisfactory evidence that there are no Liens affecting any of the Companies or their assets except Permitted Liens; and amendments and/or confirmations to the Credit Agent shall have received particulars of all Permitted Liens, specifically including the assets encumbered thereby, the amounts due thereunder, and if requested by the Agent, confirmation from the holders thereof that the terms thereof are being complied with; (j) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (k) the Agent shall have received an officer's certificate and certified copies of resolutions of the board of directors of each Company concerning the due authorization, execution and delivery of the Loan Documents to which each it is a party party, and required such related matters as the Agent and the Lenders may reasonably require; (l) the Agent shall have received a result certificate of status, certificate of compliance or similar certificate for each Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (m) the Agent and the Lenders shall have received opinions from the solicitors for each Company regarding its corporate status, the due authorization, execution, delivery and enforceability of the AmendmentsLoan Documents provided by it, and such other matters as the Agent and the Lenders may reasonably require, in form and substance satisfactory to the Administrative AgentAgent and the Lenders; (c) the Administrative Agent and its legal counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; (dn) the Borrower shall cause to be delivered to have confirmed in writing that the Administrative Agent, Companies do not own assets or carry on business in form any jurisdiction other than Canada; (o) the Companies shall have satisfied all requirements of the Agent and substance the Lenders under AML Legislation; (p) the Agent shall have received evidence satisfactory to it of the Administrative Agentsettlement of the Shareholder Dispute in accordance with the Settlement Agreement, including: (i) a Closing Certificate evidence of delivery of all deliverables under the Borrower, certifying, among other things, that (x) no Default or Event of Default has occurred and is continuing and (y) there is no change in the information certified in the Perfection Certificates last delivered to the Administrative Agent that would result in the Liens in favour of the Administrative Agent on the Secured Assets becoming unperfected or, in the case of any after acquired assets, such assets not being subject to a Lien under a Security DocumentSettlement Agreement; (ii) a certificate certified true copy of status or good standing or a certificate mutual final release with respect to similar effect for each Obligor, issued by all claims and disputes forming part of the appropriate governmental body or agencyShareholder Dispute; and (iii) an opinion delivery by Emerald Canada of legal counsel the Emerald Note to the Obligors Borrower and the effective grant of a security interest by the Borrower in favour of the Agent in respect of the Emerald Note; (q) the Borrower shall have paid to the Agent, or made arrangements satisfactory to the Agent for the payment of, all fees and expenses (including the Agent’s legal expenses) relating to the enforceability establishment and continuation of the Credit Agreement (Facilities, specifically including all underwriting fees, arrangement fees and similar fees as amended by this Agreement agreed in writing between the Borrower and the first amending agreement, the second amending agreement, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital hereof), the Credit Documents entered into in connection with this Agreement, and such other matters as the Administrative Agent may reasonably requestAgent; and (er) except as otherwise provided in the relevant amendments and/or confirmations to Agent and the Security Documents, all documents and instruments Lenders shall have been properly registeredreceived such additional evidence, recorded documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and filed in all places which are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Securityconditions contained herein.

Conditions Precedent to Amendments. 3.1.1 The amendments to the 2019 Credit Agreement set out reflected in Article 2 of this Agreement (collectively, the “Amendments”) shall not become effective unless and until all the following conditions precedent are satisfied or waived by have been satisfied, in each case to the satisfaction of the Agent and the Lenders (the “Effective Date”):in their sole discretion: (a) each of the signatories hereto has executed and delivered this Agreementall conditions precedent in section 9.02 shall have been satisfied; (b) each the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Obligors Companies, specifically including due diligence with respect to the following: (i) the Year-end Financial Statements in respect of the most recent Fiscal Year and the Interim Financial Statements in respect of the most recent Fiscal Quarter; (ii) financial projections in respect of the Borrower on a consolidated basis for the Fiscal Years ending June 30, 2019, June 30, 2020 and June 30, 2021; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month (v) the terms and conditions of all leases in respect of the Material Leased Properties, which shall permit reasonable alternative uses (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted to the production of Cannabis and related activities); (vi) the terms and conditions of all other Material Agreements; (vii) the terms and conditions of all Material Permits, including certified true copies of all licenses issued by Governmental Authorities (including those in other Qualified Jurisdictions) for each Company's facilities together with all amendments thereto and all material correspondence received from Governmental Authorities including communication on non-compliance items; (c) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adversely, could constitute a Material Adverse Change; (d) all Security required to be provided prior to the Amendment Closing Date shall have duly been executed and delivered delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Administrative Agent and the Credit Documents Lenders in their sole discretion; provided however that such Security in respect of Whistler Medical Marijuana Corporation shall be provided not later than sixty (60) days after the Amendment Closing Date; (e) any necessary governmental, regulatory and amendments and/or confirmations to third party approvals necessary in connection with this Agreement and the Credit Documents to which each is a party transactions contemplated therein shall have been given unconditionally and required as a result without containing any onerous terms; (f) the Agent shall have received an officer's certificate and certified copies of resolutions of the Amendmentsboard of directors of the Borrower concerning the due authorization, execution and delivery of this Agreement and such related matters as the Agent and the Lenders may reasonably require; (g) the Agent shall have received a certificate of status, certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (h) the Agent and the Lenders shall have received an opinion from the solicitors for the Borrower regarding its corporate status, the due authorization, execution, delivery and enforceability of this Agreement and such other matters as the Agent and the Lenders may reasonably require, in form and substance satisfactory to the Administrative AgentAgent and the Lenders; (ci) the Administrative Companies shall have satisfied all requirements of the Agent and its legal counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to hereinthe Lenders under AML Legislation; (dj) the Agent and the Lenders shall have conducted and be satisfied with site visits of any or all of the Owned Properties and the Material Leased Properties, if desired; (k) the Borrower shall cause to be delivered have paid to the Administrative Agent, in form and substance or made arrangements satisfactory to the Administrative Agent for the payment of, all fees and expenses (including the Agent: (i's legal expenses) a Closing Certificate relating to this Agreement, specifically including all underwriting fees, arrangement fees and similar fees in respect of this Agreement as agreed in writing between the Borrower, certifying, among other things, that (x) no Default or Event of Default has occurred Borrower and is continuing and (y) there is no change in the information certified in the Perfection Certificates last delivered to the Administrative Agent that would result in the Liens in favour of the Administrative Agent on the Secured Assets becoming unperfected or, in the case of any after acquired assets, such assets not being subject to a Lien under a Security Document; (ii) a certificate of status or good standing or a certificate to similar effect for each Obligor, issued by the appropriate governmental body or agencyAgent; and (iiil) an opinion of legal counsel to the Obligors relating to the enforceability of the Credit Agreement (as amended by this Agreement Agent and the first amending agreement, the second amending agreement, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital hereof), the Credit Documents entered into in connection with this Agreement, and such other matters as the Administrative Agent may reasonably request; and (e) except as otherwise provided in the relevant amendments and/or confirmations to the Security Documents, all documents and instruments Lenders shall have been properly registeredreceived such additional evidence, recorded documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and filed in all places which are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Securityconditions contained herein.

Conditions Precedent to Amendments. 3.1.1 The amendments to the Existing Credit Agreement set out reflected in Article 2 of this Agreement (collectively, the “Amendments”) shall not become effective unless and until all the following conditions precedent are satisfied or waived by have been satisfied, in each case to the satisfaction of the Agent and the Lenders (the “Effective Date”):in their sole discretion: (a) each of the signatories hereto has executed and delivered this Agreementall conditions precedent in Section 9.02 shall have been satisfied; (b) each the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Obligors Companies; and without limiting the generality of the foregoing the Lenders shall have duly received and be satisfied with: (i) an internally-prepared balance sheet of the Borrower; (ii) financial projections in respect of the Borrower on a consolidated basis for the current Fiscal Year and the immediately following three (3) Fiscal Years; (iii) a Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month; (v) the Borrower’s proposed financial, operating and quality management systems, including evidence that such systems will satisfy all applicable requirements of Governmental Authorities; (vi) the terms and conditions of all Material Agreements; (vii) the terms and conditions of all Material Permits; (viii) certified true copies of each Company’s licences issued by Governmental Authorities, together with copies of all material correspondence received from Governmental Authorities relating thereto, including any communication with regard to non-compliance items; (ix) evidence that the Companies maintain insurance as required herein, together with a satisfactory report of an insurance consultant retained by the Agent (at the expense of the Borrower) with respect to the terms and conditions of all insurance policies; (x) evidence of property insurance, liability insurance and workers’ compensation insurance in respect of the Properties each in an amount satisfactory to the Required Lenders acting reasonably, together with a satisfactory report regarding such insurance from an insurance consultant satisfactory to the Required Lenders; (xi) satisfactory evidence that there are no arrears of property tax with respect to any Property; (xii) a completed environmental questionnaire in respect of the D2 Property in the Agent’s standard form containing information which is not inconsistent with the representations and warranties herein with respect to environmental matters; (xiii) a report relating to the Projects: (A) confirming the costs incurred in connection with the Projects up to the Amendment Closing Date; (B) projecting the costs to be incurred after the Amendment Closing Date in connection with the Projects; and (C) setting out a construction budget for the Projects; (xiv) the D2 Property Appraisal, together with a transmittal letter which permits the Agent and the Lenders to rely thereon; (c) the Shareholders shall have invested not less than thirteen million Canadian Dollars (CDN$13,000,000) in the Borrower in the form of Subordinated Debt; (d) the Shareholders (or any one of them) shall have invested not less than sixteen million Canadian Dollars (CDN$16,000,000) in the Borrower in the form of equity; (e) the Agent and the Lenders shall have conducted and be satisfied with a site visit of each Property, if desired; (f) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adversely, could constitute a Material Adverse Change; (g) all Security required to be provided prior to the Amendment Closing Date shall have been executed and delivered delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Administrative Agent and the Credit Documents Lenders; (h) the Companies shall have no Funded Debt except Permitted Funded Debt; (i) the Agent shall have received satisfactory evidence that there are no Liens affecting any of the Companies or their assets except Permitted Liens; and amendments and/or confirmations to the Credit Agent shall have received particulars of all Permitted Liens, specifically including the assets encumbered thereby, the amounts due thereunder, and if requested by the Agent, confirmation from the holders thereof that the terms thereof are being complied with; (j) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (k) the Agent shall have received an officer’s certificate and certified copies of resolutions of the board of directors of each Company concerning the due authorization, execution and delivery of the Loan Documents to which each it is a party party, and required such related matters as the Agent and the Lenders may reasonably require; (l) the Agent shall have received a result certificate of status, certificate of compliance or similar certificate for each Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (m) the Agent and the Lenders shall have received opinions from the solicitors for each Company regarding its corporate status, the due authorization, execution, delivery and enforceability of the AmendmentsLoan Documents provided by it, and such other matters as the Agent and the Lenders may reasonably require, in form and substance satisfactory to the Administrative AgentAgent and the Lenders; (c) the Administrative Agent and its legal counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; (dn) the Borrower shall cause to be delivered have confirmed in writing that the Companies do not own assets or carry on business in any jurisdiction other than Canada; (o) the Companies shall have satisfied all requirements of the Agent and the Lenders under AML Legislation; (p) the Borrower shall have paid to the Administrative Agent, in form and substance or made arrangements satisfactory to the Administrative Agent for the payment of, all fees and expenses (including the Agent: (i’s legal expenses) a Closing Certificate relating to the establishment and continuation of the BorrowerFacilities, certifyingspecifically including all underwriting fees, among other things, that (x) no Default or Event of Default has occurred arrangement fees and is continuing similar fees as agreed in writing between the Borrower and (y) there is no change in the information certified in the Perfection Certificates last delivered to the Administrative Agent that would result in the Liens in favour of the Administrative Agent on the Secured Assets becoming unperfected or, in the case of any after acquired assets, such assets not being subject to a Lien under a Security Document; (ii) a certificate of status or good standing or a certificate to similar effect for each Obligor, issued by the appropriate governmental body or agencyAgent; and (iiiq) an opinion of legal counsel to the Obligors relating to the enforceability of the Credit Agreement (as amended by this Agreement Agent and the first amending agreement, the second amending agreement, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital hereof), the Credit Documents entered into in connection with this Agreement, and such other matters as the Administrative Agent may reasonably request; and (e) except as otherwise provided in the relevant amendments and/or confirmations to the Security Documents, all documents and instruments Lenders shall have been properly registeredreceived such additional evidence, recorded documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and filed in all places which are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Securityconditions contained herein.

Conditions Precedent to Amendments. 3.1.1 The amendments to the 2018 Credit Agreement set out reflected in Article 2 of this Agreement (collectively, the “Amendments”) shall not become effective unless and until all the following conditions precedent are satisfied or waived by have been satisfied, in each case to the satisfaction of the Agent and the Lenders (the “Effective Date”):in their sole discretion: (a) each of the signatories hereto has executed and delivered this Agreementall conditions precedent in section 9.02 shall have been satisfied; (b) each the Lenders shall have completed and shall be satisfied with their due diligence in respect of the Obligors Companies, specifically including due diligence with respect to the following: (i) the Year-end Financial Statements in respect of the most recent Fiscal Year and the Interim Financial Statements in respect of the most recent Fiscal Quarter; (ii) financial projections in respect of the Borrower on a consolidated basis for the Fiscal Years ending June 30, 2019, June 30, 2020 and June 30, 2021; (iii) a Quarterly Compliance Certificate in respect of the most recently completed Fiscal Quarter; (iv) a Borrowing Base Certificate in respect of the most recently completed month (v) the terms and conditions of all leases in respect of the Material Leased Properties, which shall permit reasonable alternative uses (and for greater certainty, the permitted use of each Material Leased Property shall not be restricted to the production of Cannabis and related activities); (vi) the terms and conditions of all other Material Agreements; (vii) the terms and conditions of all Material Permits, including certified true copies of all licenses issued by Governmental Authorities (including those in other Qualified Jurisdictions) for each Company's facilities together with all amendments thereto and all material correspondence received from Governmental Authorities including communication on non-compliance items; (c) no litigation is pending or threatened in writing against one or more of the Companies that, if decided adversely, could constitute a Material Adverse Change; (d) all Security required to be provided prior to the Amendment Closing Date shall have duly been executed and delivered delivered, all registrations necessary or desirable in connection therewith shall have been made, and all legal opinions and other documentation required by the Lenders in connection therewith shall have been executed and delivered, all in form and substance satisfactory to the Administrative Agent and the Credit Documents Lenders in their sole discretion; provided however that such Security in respect of Whistler Medical Marijuana Corporation shall be provided not later than sixty (60) days after the Amendment Closing Date and amendments and/or confirmations such Security in respect of the Aurora Sun Property shall be provided prior to the Credit Documents to which each is a first Advance under Facility D; (e) any necessary governmental, regulatory and third party approvals necessary in connection with this Agreement and required as a result the transactions contemplated therein shall have been given unconditionally and without containing any onerous terms; (f) the Agent shall have received an officer's certificate and certified copies of resolutions of the Amendmentsboard of directors of the Borrower concerning the due authorization, execution and delivery of this Agreement and such related matters as the Agent and the Lenders may reasonably require; (g) the Agent shall have received a certificate of status, certificate of compliance or similar certificate for each Secured Company issued by its governing jurisdiction and each other jurisdiction in which it carries on business or holds any material assets; (h) the Agent and the Lenders shall have received an opinion from the solicitors for the Borrower regarding its corporate status, the due authorization, execution, delivery and enforceability of this Agreement and such other matters as the Agent and the Lenders may reasonably require, in form and substance satisfactory to the Administrative AgentAgent and the Lenders; (ci) the Administrative Companies shall have satisfied all requirements of the Agent and its legal counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to hereinthe Lenders under AML Legislation; (dj) the Agent and the Lenders shall have conducted and be satisfied with site visits of any or all of the Owned Properties and the Material Leased Properties, if desired; (k) the Borrower shall cause to be delivered have paid to the Administrative Agent, in form and substance or made arrangements satisfactory to the Administrative Agent for the payment of, all fees and expenses (including the Agent: (i’s legal expenses) a Closing Certificate relating to this Agreement, specifically including all underwriting fees, arrangement fees and similar fees in respect of this Agreement as agreed in writing between the Borrower, certifying, among other things, that (x) no Default or Event of Default has occurred Borrower and is continuing and (y) there is no change in the information certified in the Perfection Certificates last delivered to the Administrative Agent that would result in the Liens in favour of the Administrative Agent on the Secured Assets becoming unperfected or, in the case of any after acquired assets, such assets not being subject to a Lien under a Security Document; (ii) a certificate of status or good standing or a certificate to similar effect for each Obligor, issued by the appropriate governmental body or agencyAgent; and (iiil) an opinion of legal counsel to the Obligors relating to the enforceability of the Credit Agreement (as amended by this Agreement Agent and the first amending agreement, the second amending agreement, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital hereof), the Credit Documents entered into in connection with this Agreement, and such other matters as the Administrative Agent may reasonably request; and (e) except as otherwise provided in the relevant amendments and/or confirmations to the Security Documents, all documents and instruments Lenders shall have been properly registeredreceived such additional evidence, recorded documents or undertakings as they may require to complete the transactions contemplated hereby in accordance with the terms and filed in all places which are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Securityconditions contained herein.

Conditions Precedent to Amendments. 3.1.1 The amendments contained in Section 2.1 hereof are subject to the Credit Agreement set out in Article 2 satisfaction of this Agreement (collectively, the “Amendments”) shall not become effective unless and until all the following conditions precedent (the date such conditions are so satisfied or waived by the Lenders (herein called the “Effective Date”): (a) each the “Closing”, as defined in that certain Agreement and Plan of Merger by and between EAC and Denbury Resources Inc. dated as of October 31, 2009 (the “Plan of Merger”) has occurred in accordance in all material respects with the terms of the signatories hereto has executed Plan of Merger and delivered this Agreement;applicable law. (b) each The Administrative Agent’s receipt of a certificate signed by a Responsible Officer of the Obligors shall have duly executed and delivered to the Administrative Agent the Credit Documents and amendments and/or confirmations to the Credit Documents to which each is a party and required as a result of the AmendmentsBorrower, in form and substance satisfactory to the Administrative Agent;, certifying that (i) the “Closing” (as defined in the Plan of Merger) has occurred, (ii) each of the Borrower and each other Borrower-Related Party remakes its respective representations and warranties in accordance with Section 4.02(a) of the Original Agreement as of the Effective Date, (iii) no Default shall exist or would result from the Closing (assuming for this purpose that the amendments set forth in Section 2.1 are in effect), and (iv) each of the Original Agreement, as amended by this Amendment, and the other Loan Documents is ratified and confirmed in all respects. (c) Any fees required to be paid by the Administrative Agent and its legal counsel Credit Parties on or before the Effective Date pursuant to written agreements entered into by the Credit Parties shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein;paid. (d) the Borrower shall cause to be delivered to Unless waived by the Administrative Agent, in form the Borrower shall have paid all fees, charges and substance satisfactory to the Administrative Agent: (i) a Closing Certificate disbursements of the Borrower, certifying, among other things, that (x) no Default or Event of Default has occurred and is continuing and (y) there is no change in the information certified in the Perfection Certificates last delivered counsel to the Administrative Agent to the extent invoiced prior to the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that would result in such estimate shall not thereafter preclude a final settling of accounts between the Liens in favour of Borrower and the Administrative Agent on the Secured Assets becoming unperfected or, in the case of any after acquired assets, such assets not being subject to a Lien under a Security Document; (ii) a certificate of status or good standing or a certificate to similar effect for each Obligor, issued by the appropriate governmental body or agency; and (iii) an opinion of legal counsel to the Obligors relating to the enforceability of the Credit Agreement (as amended by this Agreement and the first amending agreement, the second amending agreement, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital hereofAgent), the Credit Documents entered into in connection with this Agreement, and such other matters as the Administrative Agent may reasonably request; and (e) except as otherwise provided in the relevant amendments and/or confirmations to the Security Documents, all documents and instruments shall have been properly registered, recorded and filed in all places which are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Security.

Conditions Precedent to Amendments. 3.1.1 The effectiveness of the amendments contained in Section 1 of this Amendment and the consent contained in Section 4.1 of this Amendment is subject to the Credit Agreement set out in Article 2 of this Agreement (collectively, the “Amendments”) shall not become effective unless and until all the following conditions precedent are satisfied or waived by the Lenders (the “Effective Date”): (a) each of the signatories hereto has executed and delivered this Agreement; (b) each of the Obligors shall have duly executed and delivered to the Administrative Agent the Credit Documents and amendments and/or confirmations to the Credit Documents to which each is a party and required as a result of the Amendmentssatisfaction, in form and substance satisfactory to the Administrative Agent;, of each of the following conditions precedent: (c) 3.1 The Borrowers, the Lenders, and the Administrative Agent shall have each duly executed and its legal counsel delivered to the Administrative Agent this Amendment. 3.2 The Borrowers shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; (d) the Borrower shall cause to be delivered paid to the Administrative Agent, in form for the ratable benefit of the Administrative Agent or any Lenders to whom such fees are owed, all fees due and substance satisfactory owing under the Credit Agreement, this Amendment, or under any applicable fee letter, if any. 3.3 The Borrowers shall have executed and delivered to the Administrative Agent: (i) Agent Notes, made in favor of each Lender increasing its Uncommitted Participation Amount pursuant to this Amendment as a Closing Certificate result of the Borrowercommencement of the Temporary Maximum Availability Time, certifying, among other things, that (x) no in the amount of such Lender’s temporary Uncommitted Participation Amount. 3.4 No Default or Event of Default has occurred and is continuing and (y) there is no change in the information certified in the Perfection Certificates last delivered to the Administrative Agent that would result in the Liens in favour as of the Administrative Agent on date hereof or as of the Secured Assets becoming unperfected or, date that each of the other conditions in this Section 3 is satisfied. 3.5 Each of the case of any after acquired assets, such assets not being subject other conditions precedent to a Lien under a Security Document; (ii) a certificate of status or good standing or a certificate to similar effect for each Obligor, issued by the appropriate governmental body or agency; and (iii) an opinion of legal counsel to the Obligors relating to the enforceability increase in Maximum Availability contained in Section 6.3 of the Credit Agreement (as amended by this Agreement shall have been satisfied or waived. The Administrative Agent and the first amending agreementLenders party hereto hereby confirm that the representations and warranties of the Borrowers contained in Section 2 of this Amendment shall satisfy the condition precedent set forth in Section 6.3(d) of the Credit Agreement. 3.6 The Administrative Agent and the Lenders shall have received such approvals, opinions or documents as each may reasonably request, the second amending agreement, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital hereof), the Credit Documents entered into in connection with this Agreement, and Borrowers shall have taken all such other matters actions as the Administrative Agent may reasonably request; and (e) except as otherwise provided in the relevant amendments and/or confirmations , and all legal matters incident to the Security Documents, all documents and instruments foregoing shall have been properly registered, recorded and filed in all places which are desirable or required be satisfactory to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such SecurityLenders.

Conditions Precedent to Amendments. 3.1.1 The amendments contained in Section 2.1 hereof are subject to the Credit Agreement set out in Article 2 satisfaction of this Agreement (collectively, the “Amendments”) shall not become effective unless and until all the following conditions precedent (the date such conditions are so satisfied or waived by the Lenders (herein called the “Effective Date”): (a) each the “Closing”, as defined in that certain Purchase Agreement by and among Denbury, Encore Partners GP Holdings LLC, Encore Partners LP Holdings LLC, and Encore Operating, L.P. as Selling Parties, Vanguard Natural Gas, LLC, as Buyer, and Vanguard, dated as of November 16, 2010 (the “Purchase Agreement”) has occurred in accordance in all material respects with the terms of the signatories hereto has executed Purchase Agreement and delivered this Agreement;applicable law. (b) each The Administrative Agent’s receipt of a certificate signed by a Responsible Officer of the Obligors shall have duly executed and delivered to the Administrative Agent the Credit Documents and amendments and/or confirmations to the Credit Documents to which each is a party and required as a result of the AmendmentsBorrower, in form and substance satisfactory to the Administrative Agent;, certifying that (i) the “Closing” (as defined in the Purchase Agreement) has occurred, (ii) each of the Borrower and each other Borrower-Related Party remakes its respective representations and warranties in accordance with Section 4.02(a) of the Original Agreement as of the Effective Date, (iii) no Default shall exist or would result from the Closing (assuming for this purpose that the amendments set forth in Section 2.1 are in effect), and (iv) each of the Original Agreement, as amended by this Amendment, and the other Loan Documents is ratified and confirmed in all respects. (c) Any fees required to be paid by the Administrative Agent and its legal counsel Credit Parties on or before the Effective Date pursuant to written agreements entered into by the Credit Parties shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein;paid. (d) the Borrower shall cause to be delivered to Unless waived by the Administrative Agent, in form the Borrower shall have paid all fees, charges and substance satisfactory to the Administrative Agent: (i) a Closing Certificate disbursements of the Borrower, certifying, among other things, that (x) no Default or Event of Default has occurred and is continuing and (y) there is no change in the information certified in the Perfection Certificates last delivered counsel to the Administrative Agent to the extent invoiced prior to the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that would result in such estimate shall not thereafter preclude a final settling of accounts between the Liens in favour of Borrower and the Administrative Agent on the Secured Assets becoming unperfected or, in the case of any after acquired assets, such assets not being subject to a Lien under a Security Document; (ii) a certificate of status or good standing or a certificate to similar effect for each Obligor, issued by the appropriate governmental body or agency; and (iii) an opinion of legal counsel to the Obligors relating to the enforceability of the Credit Agreement (as amended by this Agreement and the first amending agreement, the second amending agreement, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced in the first recital hereofAgent), the Credit Documents entered into in connection with this Agreement, and such other matters as the Administrative Agent may reasonably request; and (e) except as otherwise provided in the relevant amendments and/or confirmations to the Security Documents, all documents and instruments shall have been properly registered, recorded and filed in all places which are desirable or required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of such Security.

Conditions Precedent to Amendments. 3.1.1 The amendments effectiveness of the amendment contained in Section 1 of this Amendment is subject to the Credit Agreement set out in Article 2 of this Agreement (collectively, the “Amendments”) shall not become effective unless and until all the following conditions precedent are satisfied or waived by the Lenders (the “Effective Date”): (a) each of the signatories hereto has executed and delivered this Agreement; (b) each of the Obligors shall have duly executed and delivered to the Administrative Agent the Credit Documents and amendments and/or confirmations to the Credit Documents to which each is a party and required as a result of the Amendmentssatisfaction, in form and substance satisfactory to the Administrative Agent, of each of the following conditions precedent (the date that each of the conditions in this Section 3 is satisfied or waived, the “Effective Date”): 3.1 Each of the parties hereto shall have executed and delivered this Amendment; 3.2 The Administrative Agent shall have received: (a) a certificate of Secretary or Assistant Secretary of the General Partner in substantially the form of Exhibit 3.1(b)(iv) to the Term Loan Agreement, attaching and certifying copies of (i) the bylaws, the partnership agreement, or comparable organizational documents and authorizations of the Borrower and the General Partner and (ii) resolutions of the board of directors or comparable governing body of the General Partner and the General Partner on behalf of the Borrower, authorizing the execution, delivery and performance of this Amendment, (b) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of the Borrower and the General Partner, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Borrower and the General Partner, and copies of online verification statements of good standing or existence for each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation (c) a certified signed by a Responsible Officer, certifying the Administrative Agent name, title and its legal counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect true signature of all agreements and transactions referred to herein;each officer of the General Partner executing this Amendment on behalf of the Borrower, (d) a certificate substantially in the Borrower shall cause to be delivered form of Exhibhit 3.1(b)(viii) to the Administrative AgentTerm Loan Agreement, in form dated the Effective Date and substance satisfactory to the Administrative Agent: signed by a Responsible Officer, certifying that (i) a Closing Certificate all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law or by any Contractual Obligation of the Borrower, certifyingin connection with the execution, among other thingsdelivery, that performance, validity and enforceability of this Amendment or any of the transactions contemplated thereby have been obtained, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing, (xii) no Default or Event of Default has occurred and is continuing and (y) there is no change in the information certified in the Perfection Certificates last delivered to the Administrative Agent that would result in the Liens in favour of the Administrative Agent on the Secured Assets becoming unperfected orexists, in the case of any after acquired assets, such assets not being subject to a Lien under a Security Document; (ii) a certificate of status or good standing or a certificate to similar effect for each Obligor, issued by the appropriate governmental body or agency; and (iii) an opinion no default or event of legal counsel to the Obligors relating to the enforceability default exists in respect of any Material Indebtedness, (iv) all representations and warranties of the Credit Agreement (as amended by this Agreement and the first amending agreement, the second amending agreement, the third amending agreement, the fourth amending agreement, the fifth amending agreement and the sixth amending agreement referenced Borrower set forth in the first recital hereofLoan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), the Credit Documents entered into in connection with this Agreementand (v) since December 31, and such other matters as the Administrative Agent may 2016, there shall have been no change which has had or could reasonably request; be expected to have a Material Adverse Effect, and (e) except as otherwise provided in a certificate, dated the relevant amendments and/or confirmations Effective Date and signed by the principal financial officer and controller of the General Partner, confirming that the Borrower is Solvent before and after giving effect to the Security Documents, all documents and instruments transactions contemplated to occur on the Effective Date; 3.3 The Borrower shall have been properly registered, recorded and filed in all places which are desirable or required paid to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to any extension fees in the Security Documents amounts and to ensure at the perfection times previously agreed upon in writing by the Borrower and the intended priority Administrative Agent; and 3.4 No Default or Event of such SecurityDefault shall exist and be continuing as of the date hereof or as of the Effective Date.