Common use of Consummation of Transactions Clause in Contracts

Consummation of Transactions. (a) The Agents shall have received evidence reasonably satisfactory to them that (i) all actions necessary to consummate the Refinancing and the other Transactions shall have been, or shall substantially simultaneously be, consummated in accordance with all applicable laws, (ii) all Indebtedness (except Credit Extensions made hereunder, the Parent Debentures, the Senior Subordinated Notes and Indebtedness identified in ITEM 7.2.2(b) of the Disclosure Schedule) together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been or shall substantially simultaneously be paid in full from the proceeds of the initial Credit Extension and proceeds of the Senior Note Issuance, (iii) the Commitments in respect of such Indebtedness shall have been or shall substantially simultaneously be terminated and (iv) all Liens securing payment of any such Indebtedness shall have been or shall substantially simultaneously be released and appropriate payoff letters shall have been executed and delivered. (b) The Senior Note Issuance shall have been or shall substantially simultaneously be consummated pursuant to a public offering or a Rule 144A private offering on terms and conditions reasonably satisfactory to the Lead Arranger (including as to events of default), and VHC shall have received not less than $215,000,000 in gross cash proceeds as a result of such issuance. The Lead -60- Arranger shall be reasonably satisfied with the terms and conditions of all documentation related to the Senior Note Issuance, including the Senior Notes and the Senior Note Indenture. (c) In addition to, and not in limitation of, the foregoing, the Lead Arranger shall be satisfied with (i) the final structure of the Transactions, including the Refinancing and the Senior Note Issuance, (ii) the sources and uses of the proceeds used to effect the Refinancing and to consummate the other Transactions and (iii) the terms and conditions of the documents relating to the consummation of the Transactions.

Consummation of Transactions. (ai) The Agents Arranger shall have received evidence reasonably satisfactory to them it that (i) all actions necessary to consummate the Refinancing and transactions contemplated hereby (including the other Transactions making of the initial Credit Extension on the Closing Date) shall have been, or shall substantially simultaneously be, consummated been taken in accordance with all applicable laws, Legal Requirements. (ii) all Indebtedness (except Credit Extensions made hereunderAll Refinanced Debt, the Parent Debentures, the Senior Subordinated Notes and Indebtedness identified in ITEM 7.2.2(b) of the Disclosure Schedule) together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been or shall substantially simultaneously be paid repaid in full from the proceeds of the initial Credit Extension and proceeds of the Senior Note Issuance, (iii) the Commitments commitments in respect of such Indebtedness the Refinanced Debt shall have been or shall substantially simultaneously be terminated and (iv) terminated, all Liens securing payment of any such Indebtedness the Refinanced Debt have been released and the Administrative Agent shall have received all Uniform Commercial Code Form UCC-3 termination statements or other instruments as may be suitable or appropriate in connection therewith. (iii) The following transactions (the "Transactions") shall have been or shall substantially simultaneously be released and appropriate payoff letters consummated: (a) 100% of the membership interests in Grand Canal shall have been executed and delivered.sold to GGP for net cash proceeds at closing of at least $515,000,000; (b) The Senior Note Issuance Lido Casino Resort Holding Company shall have been or shall substantially simultaneously be consummated pursuant distributed 100% of the membership interests of LCR to a public offering or a Rule 144A private offering on terms and conditions reasonably satisfactory to the Lead Arranger (including as to events of default), and VHC shall have received not less than $215,000,000 in gross cash proceeds as a result of such issuance. The Lead -60- Arranger shall be reasonably satisfied with the terms and conditions of all documentation related to the Senior Note Issuance, including the Senior Notes and the Senior Note Indenture.LCR Holdings; (c) In addition toVenetian shall have established Phase II Mall Holdings and the Phase II Mall Subsidiary; (d) ▇▇▇▇▇▇▇ shall have contributed 100% of the equity interests of Interface Holdings Company, Inc, to LVSI, LVSI shall have made an equity contribution of approximately $27,000,000 to Interface, and not in limitation of, the foregoing, the Lead Arranger Interface shall be satisfied with (i) the final structure of the Transactions, including the Refinancing and the Senior Note Issuance, (ii) the sources and uses have applied a portion of the proceeds used of such equity to effect the Refinancing prepayment of pre-existing indebtedness of Interface; and (e) Interface shall have repaid all of its remaining pre-existing indebtedness with the proceeds of a commercial mortgage loan of up to $100,000,000; and to consummate the other Transactions and (iii) the terms and conditions documentation of the documents relating foregoing Transactions shall be reasonably satisfactory in all respects to the consummation of Arranger and the TransactionsAdministrative agent and their respective counsel.

Consummation of Transactions. (a) The Agents Arrangers shall have received evidence reasonably satisfactory to them that (i) all actions necessary to consummate the Refinancing and the other Transactions transactions contemplated hereby shall have been, or shall substantially simultaneously be, consummated been taken in accordance with all applicable lawsLegal Requirements, and prior to the Initial Borrowing Date the Arrangers and the Administrative Agent shall be satisfied that (ii) all Indebtedness (except Credit Extensions made hereunder, the Parent Debentures, the Senior Subordinated Notes and Indebtedness identified in ITEM 7.2.2(b) of the Disclosure Schedule) together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been or shall substantially simultaneously be paid in full from the proceeds of the initial Credit Extension and proceeds of the Senior Note Issuance, (iiia) the Commitments in respect of such Indebtedness shall have been or shall substantially simultaneously be terminated and (iv) all Liens securing payment maturity date of any such Indebtedness shall have for borrowed money set forth in Schedule 7.1 has been or shall substantially simultaneously be released and appropriate payoff letters shall have been executed and delivered. extended to a date reasonably satisfactory to them, (b) The Senior Note Issuance that no default or event of default shall have been or be in existence thereunder, and (c) that the terms thereof shall substantially simultaneously be consummated pursuant provide for (1) no payment of principal until the date which is no earlier than six months after the Maturity Date, (2) no Collateral, (3) subordination to a public offering or a Rule 144A private offering the Obligations on terms and conditions reasonably satisfactory to the Lead Arranger Arrangers and the Administrative Agent, (including 4) an interest rate no greater than the interest rate from time to time on term loans issued to VML US Finance LLC under its credit agreement as in effect on the Closing Date and (5) other terms reasonably satisfactory to events the Arrangers and the Administrative Agent (collectively, the “Transactions”) and the terms and documentation of default), and VHC shall have received not less than $215,000,000 in gross cash proceeds as a result of such issuance. The Lead -60- Arranger the foregoing Transactions shall be reasonably satisfied with the terms and conditions of satisfactory in all documentation related respects to the Senior Note Issuance, including the Senior Notes Arrangers and the Senior Note Indenture. (c) In addition to, Administrative Agent and not in limitation of, the foregoing, the Lead Arranger shall be satisfied with (i) the final structure their respective counsel. Following consummation of the Transactions, including all other Indebtedness and Contingent Obligations not permitted hereby of the Refinancing Loan Parties shall have been repaid in full, all commitments relating thereto shall have been terminated, and all Liens or security interests related thereto shall have been terminated or released, in each case on terms reasonably satisfactory to the Arrangers and the Senior Note Issuance, (ii) the sources and uses of the proceeds used to effect the Refinancing and to consummate the other Transactions and (iii) the terms and conditions of the documents relating to the consummation of the TransactionsAdministrative Agent.

Consummation of Transactions. Seller agrees to sell, and ▇▇▇▇▇▇▇▇▇ agrees to purchase the Assigned Interest and to assume the Assumed Liabilities, in each case, in accordance with this Agreement. The Parties shall consummate the Closing electronically with executed agreements (including this Agreement and the Assignment and Assumption Agreement, in each case, together with all attachments hereto and thereto) (collectively, the “Purchase and Assignment Agreements”) and the other Closing Deliveries (other than the Purchase Price) delivered via email in escrow prior to the occurrence of the Effective Date. On the Effective Date, upon Seller’s receipt of the Purchase Price, so long as the conditions set forth in Section 2(c) above have been satisfied in accordance with such Section 2(c), (a) The Agents shall have received evidence reasonably satisfactory to them that (i) all actions necessary Seller shall be deemed to consummate automatically and unconditionally grant, assign, convey, transfer, and set over to Purchaser the Refinancing Assigned Interest and (ii) Purchaser shall be deemed to automatically and unconditionally assume the other Transactions Assumed Liabilities, (b) Purchaser (or its designee(s)) shall have been, or shall substantially simultaneously be, consummated in accordance with all applicable lawsbe authorized to (i) prepare and file UCC-3 Financing Statement Assignments assigning from Seller to Purchaser the UCC-1 Financing Statements set forth on Schedule A attached hereto, (ii) all Indebtedness (except Credit Extensions made hereunder, file or cause to be filed the Parent Debentures, the Senior Subordinated Notes and Indebtedness identified in ITEM 7.2.2(b) of the Disclosure Schedule) together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been or shall substantially simultaneously be paid in full from the proceeds of the initial Credit Extension and proceeds of the Senior Note Issuance, (iii) the Commitments in respect of such Indebtedness shall have been or shall substantially simultaneously be terminated and (iv) all Liens securing payment of any such Indebtedness shall have been or shall substantially simultaneously be released and appropriate payoff letters shall have been executed and delivered. (b) The Senior Note Issuance shall have been or shall substantially simultaneously be consummated pursuant to a public offering or a Rule 144A private offering on terms and conditions reasonably satisfactory to the Lead Arranger (including as to events of default), and VHC shall have received not less than $215,000,000 in gross cash proceeds as a result of such issuance. The Lead -60- Arranger shall be reasonably satisfied IP Assignments with the terms United States Office of Patents and conditions of all documentation related to the Senior Note Issuance, including the Senior Notes Trademarks and the Senior Note Indenture. (c) In addition toUnited States Office of Copyrights, and not in limitation ofas applicable, the foregoing, the Lead Arranger shall be satisfied with (i) the final structure of the Transactions, including the Refinancing and the Senior Note Issuance, (ii) the sources and uses of the proceeds used to effect the Refinancing and to consummate the other Transactions and (iii) the terms and conditions deliver or cause to be delivered each of the documents relating DACA Assignments to each applicable depository bank party thereto, and (c) pursuant to the consummation Agency Resignation and Appointment Agreement, Seller shall be deemed to have resigned, and Purchaser shall be deemed to have been appointed, as Agent under each of the TransactionsNote Documents. On the Effective Date, Seller shall promptly confirm receipt of the Purchase Price. If the conditions precedent to the Closing set forth in Section 2(c) above have not been satisfied and the Closing has not occurred on or before 5:00 p.m. Eastern Standard Time on December 1, 2023 this Agreement shall be null and void and of no force and effect.

Consummation of Transactions. (a) The Agents Each Loan Document shall be in form and substance reasonably satisfactory to the Administrative Agent and each such Loan Document shall have been duly executed and delivered by each party thereto and shall be in full force and effect; and (b) all other conditions set forth in the Loan Documents shall have been satisfied or the fulfillment of any such conditions shall have been waived by the Administrative Agent; (a) the First Lien Loan Documents shall have been duly executed and delivered by each party thereto and shall be in full force and effect and the Borrower shall have received evidence reasonably satisfactory to them that loans under the First Lien Credit Agreement in an aggregate principal amount of not less than $280,000,000; and (ib) all actions necessary other conditions set forth in the First Lien Loan Documents as of the Effective Date shall have been satisfied or the fulfillment of any such conditions shall have been waived by the First Lien Administrative Agent; (iii) prior to consummate or concurrently with funding of the Refinancing and Loans, each of the other Transactions shall have beenbeen effected and consummated (including, or without limitation, that the Existing Financing shall substantially simultaneously be, consummated have been paid in accordance with all applicable laws, full and the Liens thereunder shall have been released (ii) all Indebtedness (except Credit Extensions made hereunder, and the Parent Debentures, the Senior Subordinated Notes and Indebtedness identified in ITEM 7.2.2(b) of the Disclosure Schedule) together with all interest, all prepayment premiums and other amounts due and payable Administrative Agent shall have received customary “pay-off” letters with respect thereto, )) to the reasonable satisfaction of the Administrative Agent; (iv) each of the Property Management Agreements and the Hotel Management Agreement shall have been or shall substantially simultaneously be paid assigned (if necessary) to the applicable Borrower, in full from the proceeds of the initial Credit Extension and proceeds of the Senior Note Issuanceeach case, (iii) the Commitments in respect of such Indebtedness shall have been or shall substantially simultaneously be terminated and (iv) all Liens securing payment of any such Indebtedness shall have been or shall substantially simultaneously be released and appropriate payoff letters shall have been executed and delivered. (b) The Senior Note Issuance shall have been or shall substantially simultaneously be consummated pursuant to a public offering or a Rule 144A private offering on terms and conditions manner reasonably satisfactory to the Lead Arranger Administrative Agent, and (including as v) after giving effect to events of default)the Transactions, the Loan Parties shall have no outstanding Indebtedness or preferred Capital Stock other than (a) the Loans under this Agreement, (b) the First Lien Loans, and VHC shall have received not less than $215,000,000 in gross cash proceeds as a result of such issuance. The Lead -60- Arranger shall be reasonably satisfied with the terms and conditions of all documentation related to the Senior Note Issuance, including the Senior Notes and the Senior Note Indenture. (c) In addition to, and not in limitation of, the foregoing, the Lead Arranger shall be satisfied with (iShareholder Loans identified on Schedule 6.1(vii) the final structure of the Transactions, including the Refinancing and the Senior Note Issuance, (ii) the sources and uses of the proceeds used to effect the Refinancing and to consummate the other Transactions and (iii) the terms and conditions of the documents relating to the consummation of the Transactionshereto.

Consummation of Transactions. (i) (a) The Agents shall have received evidence reasonably satisfactory to them that (i) all actions necessary to consummate the Refinancing and the other Transactions shall have been, or shall substantially simultaneously be, consummated in accordance with all applicable laws, (ii) all Indebtedness (except Credit Extensions made hereunder, the Parent Debentures, the Senior Subordinated Notes and Indebtedness identified in ITEM 7.2.2(b) Each of the Disclosure Schedule) together with all interest, all prepayment premiums Transaction Documents shall be in form and other amounts due and payable with respect thereto, shall have been or shall substantially simultaneously be paid in full from the proceeds of the initial Credit Extension and proceeds of the Senior Note Issuance, (iii) the Commitments in respect of such Indebtedness shall have been or shall substantially simultaneously be terminated and (iv) all Liens securing payment of any such Indebtedness shall have been or shall substantially simultaneously be released and appropriate payoff letters shall have been executed and delivered. (b) The Senior Note Issuance shall have been or shall substantially simultaneously be consummated pursuant to a public offering or a Rule 144A private offering on terms and conditions substance reasonably satisfactory to the Lead Arranger Requisite Lenders and each such Transaction Document shall have been duly executed and delivered by each party thereto and shall be in full force and effect; and (including as b) all other conditions set forth in the Transaction Documents shall have been satisfied or the fulfillment of any such conditions shall have been waived with the written consent of the Lenders; (ii) The Equity Contribution shall have been made on terms reasonably acceptable to events of default), and VHC the Requisite Lenders; (iii) Holdings shall have received not less than $215,000,000 115,000,000 in gross cash proceeds as a result of such issuance. The Lead -60- Arranger from its borrowings under the Holdings Credit Agreement, which proceeds shall be reasonably satisfied applied to repay in full all amounts due or outstanding in respect of the Bank of Montreal Indebtedness; (iv) All amounts due or outstanding in respect of the Bank of Montreal Indebtedness shall have been (or substantially simultaneously with the terms closing under the Holdings Credit Agreement shall be) paid in full, all commitments in respect thereof terminated and conditions of all documentation related guarantees thereof and security therefore discharged and released, and the Administrative Agent and the Requisite Lenders shall have received reasonably satisfactory evidence thereof; and (v) After giving effect to the Senior Note Issuance, including the Senior Notes Transactions and the Senior Note Indenture. other transactions contemplated hereby, Holdings, the Company and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) the Term Loans, (b) Indebtedness under the Revolving Credit Documents, (c) In addition to, and not in limitation of, the foregoing, the Lead Arranger shall be satisfied with (i) the final structure of the Transactions, including the Refinancing and the Senior Note IssuanceSecured Notes, (iid) Indebtedness of Holdings under the sources and uses of the proceeds used to effect the Refinancing and to consummate the other Transactions Holdings Credit Documents and (iiie) the terms and conditions of the documents relating to the consummation of the TransactionsIndebtedness listed on Schedule 6.1.

Consummation of Transactions. (a) The Agents Each Loan Document shall be in form and substance reasonably satisfactory to the Administrative Agent and each such Loan Document shall have been duly executed and delivered by each party thereto and shall be in full force and effect; and (b) all other conditions set forth in the Loan Documents shall have been satisfied or the fulfillment of any such conditions shall have been waived by the Administrative Agent; (a) the Second Lien Loan Documents shall have been duly executed and delivered by each party thereto and shall be in full force and effect and the Borrower shall have received evidence reasonably satisfactory to them that loans under the Second Lien Credit Agreement in an aggregate principal amount of not less than $195,000,000; and (ib) all actions necessary other conditions set forth in the Second Lien Loan Documents as of the Effective Date shall have been satisfied or the fulfillment of any such conditions shall have been waived by the Second Lien Administrative Agent; (iii) prior to consummate or concurrently with funding of the Refinancing and Loans, each of the other Transactions shall have beenbeen effected and consummated (including, or without limitation, that the Existing Financing shall substantially simultaneously be, consummated have been paid in accordance with all applicable laws, full and the Liens thereunder shall have been released (ii) all Indebtedness (except Credit Extensions made hereunder, and the Parent Debentures, the Senior Subordinated Notes and Indebtedness identified in ITEM 7.2.2(b) of the Disclosure Schedule) together with all interest, all prepayment premiums and other amounts due and payable Administrative Agent shall have received customary “pay-off” letters with respect thereto, )) to the reasonable satisfaction of the Administrative Agent; (iv) each of the Property Management Agreements and the Hotel Management Agreement shall have been or shall substantially simultaneously be paid assigned (if necessary) to the applicable Borrower, in full from the proceeds of the initial Credit Extension and proceeds of the Senior Note Issuanceeach case, (iii) the Commitments in respect of such Indebtedness shall have been or shall substantially simultaneously be terminated and (iv) all Liens securing payment of any such Indebtedness shall have been or shall substantially simultaneously be released and appropriate payoff letters shall have been executed and delivered. (b) The Senior Note Issuance shall have been or shall substantially simultaneously be consummated pursuant to a public offering or a Rule 144A private offering on terms and conditions manner reasonably satisfactory to the Lead Arranger Administrative Agent, and (including as v) after giving effect to events of default)the Transactions, the Loan Parties shall have no outstanding Indebtedness or preferred Capital Stock other than (a) the Loans under this Agreement, (b) the Second Lien Loans, and VHC shall have received not less than $215,000,000 in gross cash proceeds as a result of such issuance. The Lead -60- Arranger shall be reasonably satisfied with the terms and conditions of all documentation related to the Senior Note Issuance, including the Senior Notes and the Senior Note Indenture. (c) In addition to, and not in limitation of, the foregoing, the Lead Arranger shall be satisfied with (iShareholder Loans identified on Schedule 6.1(vii) the final structure of the Transactions, including the Refinancing and the Senior Note Issuance, (ii) the sources and uses of the proceeds used to effect the Refinancing and to consummate the other Transactions and (iii) the terms and conditions of the documents relating to the consummation of the Transactionshereto.

Consummation of Transactions. (a) The Agents shall have received evidence reasonably satisfactory to them that (i) all actions necessary to consummate the Refinancing (including an acknowledgment, reasonably acceptable to the Lead Arrangers, from the holders of the Affiliate Subordinated Debt that no prepayment premium is due and payable) and the other Transactions shall have been, or shall substantially simultaneously be, been consummated in accordance with all applicable laws, (ii) all Indebtedness (except Credit Extensions made hereunder, the Parent Debentures, the Senior Subordinated Notes and Indebtedness identified in ITEM 7.2.2(b) of the Disclosure Schedule) together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been or shall substantially simultaneously be paid in full from the proceeds of the initial Credit Extension and proceeds of the Senior Note Issuance, (iii) the Commitments in respect of such Indebtedness shall have been or shall substantially simultaneously be terminated and (iv) all Liens securing payment of any such Indebtedness shall to be repaid in connection with the Refinancing have been or shall substantially simultaneously be released and appropriate payoff letters shall have been executed and delivered, and the Administrative Agent shall have received appropriate payoff letters and all UCC Form UCC–3 termination statements or other instruments as may be suitable or appropriate in connection therewith. (b) The Senior 8 5/8% Subordinated Note Issuance shall have been or shall substantially simultaneously be consummated pursuant to a public offering or a Rule 144A private offering on terms and conditions reasonably satisfactory to the Lead Arranger Arrangers (including as to subordination provisions and events of default), and VHC the Borrower shall have received not less than $215,000,000 300,000,000 in gross cash proceeds as a result of such issuance. The Lead -60- Arranger Arrangers shall be reasonably satisfied with the terms and conditions of all documentation related to the Senior Note 8 5/8% Subordinated Noted Issuance, including the Senior 8 5/8% Subordinated Notes and the Senior 8 5/8% Subordinated Note Indenture. (c) In addition to, and not in limitation of, the foregoing, the Lead Arranger Arrangers shall be reasonably satisfied with (i) the final structure of the Transactions, including the Refinancing and the Senior 8 5/8% Subordinated Note Issuance, (ii) the sources and uses of the proceeds used to effect the Refinancing and to consummate the other Transactions (and the Lead Arrangers shall have received from the Borrower a detailed statement of sources and uses giving effect to the consummation of the Transactions, reasonably satisfactory to the Lead Arrangers), (iii) the terms and conditions of the documents relating to the consummation of the TransactionsTransactions and (iv) the corporate and legal structure and the terms and conditions of the capitalization of the Borrower and each of the Guarantors.

Consummation of Transactions. (i) (a) The Each of the Transaction Documents (other than the documentation described in clause (viii) of the definition thereof) shall be in form and substance reasonably satisfactory to the Agents and each such Transaction Document shall be in full force and effect; provided that the terms and conditions of any Transaction Document dated and delivered to the Agents and the Lenders prior to the date hereof shall be deemed satisfactory to the Agents and the Lenders to the extent there has been no material amendments or other modifications thereto and (b) all conditions to the Transactions set forth in the Transaction Documents (other than the documentation described in clause (viii) of the definition thereof) shall have been satisfied or the fulfillment of any such conditions shall have been waived with the consent of the Agents; (ii) the Existing Investors shall have made, and Newmall shall have received, the Equity Contribution and Newmall shall have applied the proceeds thereof to repay the Newmall ESP Intercompany Indebtedness and the Agents shall have received evidence reasonably satisfactory to it of the foregoing; (iii) the Newmall Stock Contribution shall have been consummated in accordance with the Newmall Stock Contribution Agreement and the Agents shall have received evidence reasonably satisfactory to them that of the foregoing; (ia) the Parent shall have effected and consummated the issuance of the Senior Discount Notes and received gross cash proceeds, net of reasonable fees and expenses, of at least $100,000,000 in connection therewith, the Parent shall have contributed such proceeds to the Company and the Agents shall have received evidence reasonably satisfactory to them of the foregoing, and (b) the Company shall have effected and consummated the issuance of the Senior Subordinated Notes and received gross cash proceeds, net of reasonable fees and expenses, of at least $100,000,000 and the Agents shall have received evidence satisfactory to them of the foregoing; (v) each of the Debt Tender Offer, the purchase of all Existing Senior Notes and Existing Senior Subordinated Notes tendered pursuant thereto (or, to the extent not tendered pursuant thereto, the defeasance thereof to the respective earliest possible voluntary redemption dates thereunder following the Closing Date) and the Existing Indentures Amendments shall have been effected and consummated and the Agents shall have received evidence reasonably satisfactory to them of the foregoing; (vi) Stone Rivet shall have effected and consummated the Shares Tender Offer and the Shares Acquisition for an aggregate purchase price, when taken together with the consideration to be paid pursuant to the ENR Merger and option spread payments, not in excess of $266,300,000 and the Agents shall have received evidence reasonably satisfactory to them of the foregoing; (vii) the ENR Merger shall have been effected and consummated and the Agents shall have received a certified copy of the Merger Certificate; (viii) the Company Stock Contribution shall have been consummated in accordance with the Company Stock Contribution Agreement and the Agents shall have received evidence reasonably satisfactory to them of the foregoing; (ix) the inter-company loans contemplated by the definition of "Transactions" shall have been made and the Agents shall have received evidence reasonably satisfactory to them of the foregoing; (x) all actions necessary restricted cash of ENR and its Subsidiaries (including, without limitation, cash securing any of their Indebtedness or other obligations, but excluding up to consummate $5,000,000 of cash securing performance bonds in respect of State Contracts and certain outstanding letters of credit) shall have become unrestricted cash and shall have been used towards the Refinancing funding of the Transactions and Transaction Costs; (xi) each of the other Transactions shall have been, or shall substantially simultaneously be, been effected and consummated in accordance with all applicable laws, (ii) all Indebtedness (except Credit Extensions made hereunder, to the Parent Debentures, the Senior Subordinated Notes and Indebtedness identified in ITEM 7.2.2(b) reasonable satisfaction of the Disclosure Schedule) together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been or shall substantially simultaneously be paid in full from the proceeds of the initial Credit Extension and proceeds of the Senior Note Issuance, Agents; and (iiixii) the Commitments in respect of such Indebtedness shall have been or shall substantially simultaneously be terminated and (iv) all Liens securing payment of any such Indebtedness shall have been or shall substantially simultaneously be released and appropriate payoff letters shall have been executed and delivered. (b) The Senior Note Issuance shall have been or shall substantially simultaneously be consummated pursuant to a public offering or a Rule 144A private offering on terms and conditions reasonably satisfactory to the Lead Arranger (including as to events of default), and VHC shall have received not less than $215,000,000 in gross cash proceeds as a result of such issuance. The Lead -60- Arranger Agents shall be reasonably satisfied with the terms and conditions of all documentation related matters relating to the Senior Note IssuanceTransactions that could have a Material Adverse Effect, including the Senior Notes and the Senior Note Indenture. (c) In addition toincluding, and not in limitation ofwithout limitation, the foregoing, the Lead Arranger shall be satisfied with (ia) the final structure of all material legal, tax and accounting matters relating to the Transactions, including and (b) the Refinancing ability of Subsidiaries of the Company, ENR and ESP to transfer funds to the Company, ENR and ESP and the Senior Note Issuance, (ii) the sources and uses of the proceeds used to effect the Refinancing and to consummate the other Transactions and (iii) the terms and conditions of the documents relating to the consummation of the Transactionswithholding tax consequences thereof.

Consummation of Transactions. (ai) The Agents Arranger shall have received evidence reasonably satisfactory to them it that (i) all actions necessary to consummate the Refinancing and transactions contemplated hereby (including the other Transactions shall have been, or shall substantially simultaneously be, consummated in accordance with all applicable laws, (ii) all Indebtedness (except Credit Extensions made hereunder, the Parent Debentures, the Senior Subordinated Notes and Indebtedness identified in ITEM 7.2.2(b) of the Disclosure Schedule) together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been or shall substantially simultaneously be paid in full from the proceeds making of the initial Credit Extension and on the Closing Date) shall have been taken in accordance with all Legal Requirements. (ii) All Existing Term B Funded Loans shall have been paid in full with the proceeds of the Senior Note Issuance, Term B Funded Loans. (iii) The following transactions (the Commitments in respect of such Indebtedness "TRANSACTIONS") shall have been or shall substantially simultaneously be terminated and consummated by the Borrowers: (iva) all Liens securing payment at least a majority of any such Indebtedness the Mortgage Notes shall have been or shall substantially simultaneously be released and appropriate payoff letters shall have been executed and delivered.tendered; (b) The Senior Note Issuance the Borrowers shall have been or shall substantially simultaneously be consummated pursuant caused the Mortgage Notes Indenture Trustee to have executed a public offering or a Rule 144A private offering supplemental indenture to the Mortgage Note Indenture which amends the Mortgage Note Indenture and the Mortgage Notes on terms and conditions reasonably satisfactory to the Lead Arranger (including as to events of default), and VHC shall have received not less than $215,000,000 in gross cash proceeds as a result of such issuance. The Lead -60- Arranger shall be reasonably satisfied consistent with the terms and conditions of all documentation related to set forth in the Senior Note IssuanceTender Offer Documents, including the Senior Notes and the Senior Note Indenture.elimination of most negative covenants; (c) In addition tothe Borrowers shall have confirmed the completion of the issuance of the LVSC Notes, guaranteed by the Borrowers and not the Subsidiary Guarantors in limitation of, the foregoing, principal amount of $250.0 million; the Lead Arranger net proceeds of which shall be satisfied with contributed to LVSI to be used, in part, for funding of the Tender and Call; (id) the final structure Borrowers shall have contributed approximately $327.3 million as common equity to LVSI, which in turn will be used for the funding of the Transactions, including Equity Clawback; (e) the Refinancing Borrowers shall have completed the Equity Clawback; (f) the Borrowers shall have delivered notice to the Administrative Agent in accordance with the terms of Sections 2.4B(i) and the Senior Note Issuance, (ii) the sources and uses of the proceeds used Existing Agreement, no less than three Business Days' prior to effect the Refinancing Closing Date, stating (A) the Borrowers' intent to terminate in whole: (1) the Existing Revolving Loan Commitments, (2) the Existing Term A Loan Commitments, and (3) the Existing Term B Delayed Draw Loan Commitments, (B) the Borrowers' intent to prepay in full the Existing Term B Funded Loans outstanding thereunder, and (C) that the Closing Date shall be the effective date of such terminations and prepayment; and (g) the Borrowers shall have delivered to the Administrative Agent and the Disbursement Agent an Officers' Certificate certifying that the Phase II Project is In Balance on a pro forma basis for the commitment reductions and prepayments set forth on the notice described in clause (iii)(f) and to consummate the other Transactions transactions contemplated on or before the Closing Date. and (iii) the terms and conditions documentation of the documents relating foregoing Transactions shall be reasonably satisfactory in all respects to the consummation of Arranger and the TransactionsAdministrative Agent and their respective counsel.

Consummation of Transactions. (a) The Agents Arrangers shall have received evidence reasonably satisfactory to them that (i) all actions necessary to consummate the Refinancing and transactions contemplated hereby (including the other Transactions making of the initial Credit Extension on the Closing Date) shall have been, or shall substantially simultaneously be, consummated been taken in accordance with all applicable lawsLegal Requirements, and prior to or concurrently with the initial Credit Extensions on the Closing Date: (i) the Arrangers and the Administrative Agent shall be satisfied that (a) the maturity date of the VVDIL Intercompany Debt has been extended to a date reasonably satisfactory to them, (b) that no default or event of default shall be in existence thereunder, and (c) that the terms thereof shall provide for (1) no payment of principal until the date which is no earlier than six months after the Maturity Date of the Term B Funded Loans, (2) no Collateral, (3) subordination to the Obligations on terms reasonably satisfactory to the Arrangers and the Administrative Agent, (4) an interest rate no greater than the interest rate on revolving loans issued to the Parent under its amended and restated corporate credit agreement as in effect on the Closing Date (except that the interest rate on up to $61,000,000 of such VVDIL Intercompany Debt may be fixed at an interest rate no higher than 8.31%. notwithstanding the interest rate on such Indebtedness of the Parent), and (5) other terms reasonably satisfactory to the Arrangers and the Administrative Agent; and (ii) all Indebtedness (except Credit Extensions made hereunderVVDIL Indebtedness, the Parent Debentures, the Senior Subordinated Notes and Indebtedness identified in ITEM 7.2.2(b) of the Disclosure Schedule) together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been or shall substantially simultaneously be paid repaid in full from sources other than the proceeds of the initial Credit Extension Extensions and proceeds of the Senior Note Issuance, (iii) the Commitments commitments in respect of such the VVDIL Indebtedness shall have been or shall substantially simultaneously be terminated and (iv) terminated, all Liens Liens, if any, securing payment of the VVDIL Indebtedness have been released and the Administrative Agent shall have received all Uniform Commercial Code Form UCC-3 termination statements or other instruments as may be suitable or appropriate in connection therewith, if any such (collectively, the “Transactions”) and the terms and documentation of the foregoing Transactions shall be reasonably satisfactory in all respects to the Arrangers and the Administrative Agent and their respective counsel. Following consummation of the Transactions, all other Indebtedness and Contingent Obligations not permitted hereby of the Loan Parties shall have been or shall substantially simultaneously be released and appropriate payoff letters repaid in full, all commitments relating thereto shall have been executed terminated, and delivered. (b) The Senior Note Issuance all Liens or security interests related thereto shall have been terminated or shall substantially simultaneously be consummated pursuant to a public offering or a Rule 144A private offering released, in each case on terms and conditions reasonably satisfactory to the Lead Arranger (including as to events of default), and VHC shall have received not less than $215,000,000 in gross cash proceeds as a result of such issuance. The Lead -60- Arranger shall be reasonably satisfied with the terms and conditions of all documentation related to the Senior Note Issuance, including the Senior Notes Arrangers and the Senior Note IndentureAdministrative Agent. (c) In addition to, and not in limitation of, the foregoing, the Lead Arranger shall be satisfied with (i) the final structure of the Transactions, including the Refinancing and the Senior Note Issuance, (ii) the sources and uses of the proceeds used to effect the Refinancing and to consummate the other Transactions and (iii) the terms and conditions of the documents relating to the consummation of the Transactions.

Consummation of Transactions. (a) The Agents Administrative Agent shall have received evidence reasonably satisfactory to them it that (i) all actions necessary to consummate the Refinancing and the other Transactions shall have been, or shall substantially simultaneously be, been consummated in accordance with all applicable lawslaw, (ii) all Indebtedness (except Credit Extensions made hereunder, the Parent Debentures, the Senior Subordinated Notes and Indebtedness identified in ITEM 7.2.2(b) of the Disclosure Schedule) together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been or shall substantially simultaneously be paid in full from the proceeds of the initial Credit Extension and proceeds of the Senior Note Issuance, (iii) the Commitments in respect of such Indebtedness shall have been or shall substantially simultaneously be terminated and (iv) all Liens securing payment of any such Indebtedness shall to be repaid in connection with the Refinancing have been or shall substantially simultaneously be released and appropriate payoff letters shall have been executed and delivered, and the Administrative Agent shall have received appropriate payoff letters and all Uniform Commercial Code Form UCC-3 termination statements or other instruments as may be suitable or appropriate in connection therewith. (b) The Senior Note Convertible Notes Issuance shall have been or shall substantially simultaneously be consummated pursuant to a public offering or a Rule 144A private offering on terms and conditions reasonably satisfactory to the Lead Arranger (including as to events of default)Arrangers, and VHC the Parent shall have received not less than $215,000,000 110,000,000 in gross cash proceeds as a result of such issuance, all of which proceeds shall have been applied towards consummation of the Refinancing. The Lead -60- Arranger Arrangers shall be reasonably satisfied with the terms and conditions of all documentation related to the Senior Note Convertible Notes Issuance, including the Senior Convertible Notes and the Senior Note Convertible Notes Indenture. (c) In addition to, and not in limitation of, the foregoing, the Lead Arranger Arrangers shall be reasonably satisfied with (i) the final structure of the Transactions, including the Refinancing and the Senior Note Convertible Notes Issuance, (ii) the sources and uses of the proceeds used to effect the Refinancing and to consummate the other Transactions (and the Lead Arrangers shall have received from the Borrower a detailed statement of sources and uses giving effect to the consummation of the Transactions, reasonably satisfactory to the Lead Arrangers), (iii) the terms and conditions of the documents relating to the consummation of the TransactionsTransactions and (iv) the corporate and legal structure and the terms and conditions of the capitalization of the Borrower and each of the Guarantors.