New Lease; Lease Amendment. If Tenant leases the Station 5 Premises pursuant to this Paragraph 42, Landlord shall prepare, and Landlord and Tenant shall execute within thirty (30) days after Tenant’s delivery of the Expansion Exercise Notice, # a new lease demising the Station 5 Premises on the same terms and conditions of this Lease as modified pursuant to Paragraph 42.3 (for purposes of this Paragraph 42, the “Station 5 Lease”).

Delivery of Documents. The Agent shall have received on or before the Amendment Effective Date this Amendment, duly executed by the Borrower, the Agent and the Lenders.

Counterparts; Electronic Delivery. This Agreement and each other document executed in connection with the Merger, and the consummation thereof, may be executed in one or more counterparts, all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery by electronic transmission to counsel for the other Party of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence.

8 Prepayment of the Notes 23

Delivery of Securities. Upon delivery of the Common Shares to be sold by the Selling Stockholder pursuant to this Agreement to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) and as directed by the Agent, unless delivery is unnecessary because such Common Shares are already in possession of Cede or such nominee, and upon payment of the purchase price for such Common Shares, registration of such Common Shares in the name of Cede or such other nominee and the crediting of such Common Shares on the records of DTC to securities accounts (within the meaning of [Section 8-501(a)] of the UCC) of the Agent: # under [Section 8-501] of the UCC, the Agent will acquire a valid “security entitlement” in respect of such Common Shares and # assuming the Agent has so acquired such security entitlement without notice of any “adverse claim” (within the meaning of [Sections 8-102(a)(1) and 8-105]5] of the UCC) to such Common Shares, no action based on any “adverse claim” (within the meaning of [Section 8-102(a)(1) and 8-105]5] of the UCC) to such Common Shares may be asserted against the Agent; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery, registration and crediting occur, # such Common Shares being sold by the Selling Stockholder will have been registered in the name of Cede or such other nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, # DTC will be registered as a “clearing corporation” and thus a “securities intermediary” within the meaning of [Section 8-102] of the UCC and its jurisdiction for purposes of Article 8 of the UCC will be the State of New York and # appropriate entries to the securities account or accounts in the name of the Agent on the records of DTC will have been made pursuant to the UCC.

Delivery of Opinions. (x) On the date of this Agreement, and # with respect to the occurrence of any Triggering Event Date, promptly following such Triggering Event Date, the Selling Stockholder will furnish or cause to be furnished to the Agent and the Forward Purchaser the written opinions and letters of counsel to the Selling Stockholder (who shall be reasonably acceptable to the Agent, the Forward Purchaser and counsel to the Agent and the Forward Purchaser), dated the date of this Agreement, such Settlement Date or such Triggering Event Date, as applicable, in each case, with respect to [clause (y) of this Section 4(b)(iii)], in form and substance reasonably satisfactory to the Agent and the Forward Purchaser of the same tenor as the respective opinions and letters referred to under [clause (x) of this Section 4(b)(iii)] hereof but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of such opinion or, in lieu of any such opinion, counsel last furnishing such opinion to the Agent and the Forward Purchaser may furnish the Agent and the Forward Purchaser with a letter substantially to the effect that the Agent and the Forward Purchaser may rely on such counsel’s last opinion to the same extent as though each were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of such letter authorizing reliance). The requirement to provide opinions of counsel pursuant to [clause (y)] under this Section 4(b)(iii) shall be waived for any Triggering Event Date on which there are no pending instructions from the Selling Stockholder to make sales hereunder and no pending offer by the Selling Stockholder to sell Shares directly to the Agent as principal hereunder, which waiver shall continue until the earlier to occur of the date the Selling Stockholder delivers instructions for the sale of Shares hereunder, or the date the Selling Stockholder offers to sell Shares directly to the Agent as principal hereunder (which for such calendar quarter shall be considered a Triggering Event Date, as applicable, to the Selling Stockholder pursuant to the [foregoing clause (y)] in this Section 4(b)(iii)) and the next occurring Triggering Event Date. For the avoidance of doubt, if the Selling Stockholder subsequently decides to sell Shares hereunder following a Triggering Event Date applicable to the Selling Stockholder pursuant to the [foregoing clause (y)] in this Section 4(b)(iii) when a waiver was in effect and counsel to the Selling Stockholder did not provide the Agent and the Forward Purchaser with opinions and letters of counsel under this Section 4(b)(iii), then before the Selling Stockholder delivers the instructions for the sale of Shares or the Agent sells any Shares pursuant to such instructions or the Selling Stockholder enters into a Terms Agreement hereunder, the Selling Stockholder shall provide the Agent and the Forward Purchaser with opinions and letters of counsel in conformity with this Section 4(b)(iii) dated as of the date that the instructions for the sale of Shares are issued or the date of such Terms Agreement, as applicable.

Execution and Delivery. This Agreement and all other Loan Documents to which ​ is a party have been duly executed and delivered by or on behalf of ​, and constitute legal, valid and binding obligations of ​ enforceable against ​ in accordance with their respective terms, subject only to Creditors’ Rights Laws generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Delivery of Shares. Restricted Shares will be registered in the name of the participant and the stock certificate deposited, together with a Stock Power, with the Company or its designated officer or escrow agent. Each such certificate will bear a legend in substantially the following form:

Delivery of Shares. As soon as practicable after the applicable Performance Period has ended, the participant will receive a distribution of the number of Shares earned during the Performance Period, depending upon the extent to which the applicable performance objectives were achieved. Such Shares will be registered in the name of the participant and will be free of all restrictions except for any restrictions pursuant to Article 14. Notwithstanding the forgoing, the distribution of Shares provided for herein shall occur not later than two and one-half months following the end of the calendar year in which the Performance Period has ended.

To the extent [[Organization B:Organization]] receives financial statements required under [Sections 9.7, 9.8, 9.9, 9.12 and 9.13]3]3]3]3] or Borrowing Base Certificates from any Borrower pursuant to the terms of this Agreement which any Borrower is not obligated to deliver to each [[Organization C:Organization]], [[Organization B:Organization]] will promptly furnish such documents and information to Lenders, subject to [Section 16.15].