Common use of Bridge Loan Clause in Contracts

Bridge Loan. (a) If the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full on or prior to the one (1) year anniversary of the date of this Agreement (the “Repayment Option Date”), then, on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day), and not thereafter, Dynegy may, or may cause any of its Controlled Affiliates to, contribute to the Company an amount up to the Option Bridge Loan Amount, in exchange for Units at the price per Unit as of the date of this Agreement (such transaction, the “Dynegy Repayment Option”), and the Company shall use the proceeds from such contribution to partially repay the Bridge Loan. (b) If the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full and Dynegy does not exercise the Dynegy Repayment Option in full on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day), at any time after the Repayment Option Date, ECP may, or may cause the lender under the Bridge Loan to, convert all or any portion of the then Outstanding Bridge Loan Amount (all or such portion thereof, the “Conversion Amount”) into the number of Units equal to the quotient of (i) the product of (A) the Conversion Amount, multiplied by (B) the Conversion Multiple, divided by (ii) the price per Unit as of the date of this Agreement, and such Conversion Amount shall be deemed repaid in accordance with the terms of the Bridge Loan Agreement. (c) If Dynegy exercises the Dynegy Repayment Option in full, on the Repayment Option Date, ECP shall, or shall cause the lender under the Bridge Loan to, convert the remaining Outstanding Bridge Loan Amount into Units at the price per Unit as of the date of this Agreement, and such converted amount shall be deemed repaid in accordance with the terms of the Bridge Loan Agreement. (d) None of the terms or procedures set forth in Section 4.02 shall apply to this Section 4.11. The Board shall take all necessary action to effectuate the provisions of this Section 4.11, including authorizing and issuing the Units in respect of any Conversion Amount or in respect of a conversion pursuant to Section 4.11(a) or Section 4.11(c). Notwithstanding anything to the contrary in Section 2.06(c), no vote of the Board shall be required to effectuate the issuance of any Units pursuant to this Section 4.11.

Bridge Loan. Prior to the Closing, if the Company reasonably determines that it requires additional financing to fund the ordinary course operations of the Company prior to the Closing, at the Company’s written request (athe “Bridge Loan Request” which shall not be made prior to June 1, 2021 unless agreed to by the Company and Acquiror) Acquiror will, (i) begin negotiating in good faith with regards to the terms referenced in this Section 8.06 and (ii) within ten (10) Business Days after receiving the Bridge Loan Request, and subject to the terms provided in this Section 8.06, arrange for a bridge financing to be provided to the Company in the form of a senior secured loan from the Sponsor (or an Affiliate of Acquiror or the Sponsor) (the “Bridge Loan”). Such Bridge Loan shall be on reasonable and customary terms and conditions, with the understanding that the Bridge Loan will (i) be for a principal amount up to $2,500,000, but in no event higher than necessary for the Company to finance operations until the Closing Date, (ii) bear reasonable interest at a rate at least equal to the applicable federal rate at the time of the making of the Bridge Loan, (iii) have a maturity of the Closing Date, and (iv) have full creditor rights. If the Bridge Loan (together is made, both the Company and Acquiror or the Sponsor or such Affiliate thereof will treat it as debt for all tax purposes. The Company shall cause the Bridge Loan to be repaid concurrently with accrued the Closing; provided that in the event the Bridge Loan is provided by any of the Commpany Stockholders, the repayment of such Bridge Loan will be made using Closing Acquiror Cash concurrently with or immediately after the Closing. Notwithstanding anything contained herein, in the event the Company and unpaid interest thereon) Acquiror or the Sponsor or an Affiliate thereof have not entered into a Bridge Loan and such Bridge Loan has not been repaid in full on or prior to funded by the one end of such ten (110) year anniversary of the date of this Agreement (the “Repayment Option Date”), then, on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day)period provided for in (ii) above, and not thereafter, Dynegy may, or may cause any of its Controlled Affiliates to, contribute to the Company an amount up to the Option Bridge Loan Amount, in exchange for Units at the price per Unit as of the date of this Agreement (such transaction, the “Dynegy Repayment Option”), and then the Company shall use not be restricted from discussing or negotiating with or obainting a loan from Acquior, Sponsor or any of the proceeds from Company Stockholders so long as the terms of any such contribution to partially repay loan are on substantially the Bridge Loan. (b) If same terms as the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full and Dynegy does not exercise the Dynegy Repayment Option in full on the Repayment Option Date (or the first Business Day thereafter any such loan will also be referred to the extent the Repayment Option Date does not fall on herein as a Business Day“Bridge Loan”), at any time after the Repayment Option Date, ECP may, or may cause the lender under the Bridge Loan to, convert all or any portion of the then Outstanding Bridge Loan Amount (all or such portion thereof, the “Conversion Amount”) into the number of Units equal to the quotient of (i) the product of (A) the Conversion Amount, multiplied by (B) the Conversion Multiple, divided by (ii) the price per Unit as of the date of this Agreement, and such Conversion Amount shall be deemed repaid in accordance with the terms of the Bridge Loan Agreement. (c) If Dynegy exercises the Dynegy Repayment Option in full, on the Repayment Option Date, ECP shall, or shall cause the lender under the Bridge Loan to, convert the remaining Outstanding Bridge Loan Amount into Units at the price per Unit as of the date of this Agreement, and such converted amount shall be deemed repaid in accordance with the terms of the Bridge Loan Agreement. (d) None of the terms or procedures set forth in Section 4.02 shall apply to this Section 4.11. The Board shall take all necessary action to effectuate the provisions of this Section 4.11, including authorizing and issuing the Units in respect of any Conversion Amount or in respect of a conversion pursuant to Section 4.11(a) or Section 4.11(c). Notwithstanding anything to the contrary in Section 2.06(c), no vote of the Board shall be required to effectuate the issuance of any Units pursuant to this Section 4.11.

Bridge Loan. The Lenders hereby commit, subject to the terms and conditions hereof and in the Summary Term Sheet attached hereto as Exhibit A (a) If the "Term Sheet"), to provide to you a senior unsecured bridge loan and/or term loan in the aggregate principal amount of up to $500 million on the Closing Date, each such Lender to be obligated to provide the portion of the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full on or prior to the one (1) year anniversary of the date of this Agreement (the “Repayment Option Date”), then, set forth below its signature on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day), and not thereafter, Dynegy may, or may cause any signature pages hereto. The proceeds of its Controlled Affiliates to, contribute to the Company an amount up to the Option Bridge Loan Amount, in exchange for Units at the price per Unit as of the date of this Agreement (such transaction, the “Dynegy Repayment Option”), and the Company shall use the proceeds from such contribution to partially repay the Bridge Loan. (b) If the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full and Dynegy does not exercise the Dynegy Repayment Option in full on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day), at any time after the Repayment Option Date, ECP may, or may cause the lender under the Bridge Loan to, convert all or any portion of the then Outstanding Bridge Loan Amount (all or such portion thereof, the “Conversion Amount”) into the number of Units equal to the quotient of (i) the product of (A) the Conversion Amount, multiplied by (B) the Conversion Multiple, divided by (ii) the price per Unit as of the date of this Agreement, and such Conversion Amount shall be deemed repaid used solely to pay the applicable purchase price (including any premium or consent fee and including any accrued interest or discount) (the "Purchase Price") of outstanding debt securities of USH that are tendered for purchase or redemption ("Tendered Debt") in accordance with the terms of the Bridge Loan Agreement. (c) If Dynegy exercises the Dynegy Repayment Option in full, on the Repayment Option Date, ECP shall, or shall cause the lender under the Bridge Loan to, convert the remaining Outstanding Bridge Loan Amount into Units at the price per Unit as Tender Offer and/or other costs of the date of this Agreement, and such converted amount shall be deemed repaid in accordance with the Merger. The principal terms of the Bridge Loan Agreement. (d) None are summarized in the Term Sheet. Unless the commitment of the terms or procedures set forth in Section 4.02 Lenders hereunder shall apply to this Section 4.11. The Board shall take all necessary action to effectuate the provisions of this Section 4.11, including authorizing and issuing the Units in respect of any Conversion Amount or in respect of a conversion have been terminated pursuant to Section 4.11(a7, the Lenders shall have the exclusive right to provide the Bridge Loan or other bridge or interim financing required in connection with the Transaction. You hereby represent and covenant that based on your review and analysis, to the best of your knowledge, (a) all information other than Projections (as defined below) which has been or Section 4.11(cis hereafter made available to the Lenders by you or your representatives, advisors or affiliates in connection with the transactions contemplated hereby (the "Information") is, or in the case of Information made available after the date hereof will be, correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact known to you and necessary to make the statements contained therein, in the light of the circumstances under which such statements were or are made, not misleading and (b) all financial projections concerning the Transaction that have been or are hereafter made available to the Lenders by you or your representatives, advisors or affiliates in connection with the transactions contemplated hereby (the "Projections") have been or, in the case of Projections made available after the date hereof, will be prepared in good faith based upon reasonable assumptions (it being understood that the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control and that no assurance can be given that such Projections will be realized). Notwithstanding anything You agree to supplement the contrary in Section 2.06(c), no vote Information and the Projections from time to time until the earlier of (i) consummation of the Board Transaction and (ii) termination of the commitments hereunder so that the representation and warranty made in the preceding sentence is correct as of such date. In arranging and syndicating the Bridge Loan, the Lenders will be using and relying on the information and the Projections. The representations and covenants contained in this paragraph shall remain effective until a definitive financing agreement is executed and thereafter the disclosure representations contained herein shall be required to effectuate the issuance terminated and of any Units pursuant to this Section 4.11no further force and effect.

Bridge Loan. (a) If Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Bridge Lender severally, and not jointly, agrees to make its Pro Rata Share of the bridge loan available to the Borrower in Dollars during the Bridge Loan Availability Period in accordance with Section 2.2(a) and Section 2.2(b) hereof (together the bridge loan made (or contemplated to be made) in accordance with accrued and unpaid interest thereonthis Section 2.2, the “Bridge Loan”) has provided, however, (i) with regard to each Bridge Lender individually, the sum of such Bridge Lender’s Pro Rata Share of the aggregate principal amount of the outstanding Bridge Loan (excluding all Bridge Loan PIK Interest) shall not been repaid at any time exceed such Bridge Lender’s Bridge Loan Commitment, which is set forth in full on or prior Schedule I attached hereto, (ii) with regard to the Bridge Lenders collectively, the sum of the aggregate principal amount of the Bridge Loan made by all Bridge Lenders (excluding all Bridge Loan PIK Interest) shall not at any time exceed the Total Bridge Loan Commitment, and (iii) the Bridge Lenders shall not be required to make more than one (1) year anniversary Bridge Loan hereunder. Upon any Bridge Lender funding its entire Bridge Loan Commitment in accordance with the provisions hereof, such Bridge Lender will have no further commitment to fund any portion of the Bridge Loan hereunder. The failure of any Bridge Lender to make any portion of the Bridge Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any Bridge Lender to make any portion of the Bridge Loan required to be made by such Bridge Lender). Amounts repaid or prepaid on the Bridge Loan shall not be reborrowed. (i) Each Bridge Lender shall make its portion of the Bridge Loan by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 1:00 p.m., New York City time, on the date of this Agreement such Borrowing and, upon satisfaction of the conditions precedent set forth in Section 3.3 hereof, the Administrative Agent shall promptly credit and/or remit the amounts so received to an account as directed by the Borrower in the Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived by the Bridge Lenders, return the amounts so received to the respective Bridge Lenders. (ii) The Administrative Agent shall only be required to advance funds to the “Repayment Option Date”), then, on Borrower with respect to the Repayment Option Date (or the first Business Day thereafter Bridge Loan to the extent that the Repayment Option Date does not fall on Administrative Agent shall have received such funds from the Bridge Lenders. (iii) To request the Bridge Loan, the Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent and each Bridge Lender three (3) Business Days before the date of such Borrowing (or four (4) Business Days before the date of such Borrowing if the Borrowing Request is received after 1:00 p.m. New York City time, by Administrative Agent or any Bridge Lender) (or such shorter period of time before such Borrowing agreed to by Administrative Agent and Bridge Lenders). The Borrowing Request shall be irrevocable and shall specify the following information in compliance with the foregoing provisions of Section 2.2: (A) the aggregate amount of the requested Borrowing; (B) the date of such Borrowing, which shall be a Business Day), ; (C) the location and not thereafter, Dynegy may, number of the account(s) to which funds are to be disbursed; and (D) the conditions set forth in Section 3.3 have been satisfied (or may cause any of its Controlled Affiliates to, contribute to the Company an amount up to the Option waived by Bridge Loan AmountLenders and, in exchange for Units at the price per Unit case of the condition set forth in Section 3.3(j) hereof, the Administrative Agent) as of the date of this Agreement (such transaction, the “Dynegy Repayment Option”), and the Company shall use the proceeds from such contribution to partially repay the Bridge Loannotice. (b) If the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full and Dynegy does not exercise the Dynegy Repayment Option in full on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on Promptly following receipt of a Business Day), at any time after the Repayment Option Date, ECP may, or may cause the lender under the Bridge Loan to, convert all or any portion of the then Outstanding Bridge Loan Amount (all or such portion thereof, the “Conversion Amount”) into the number of Units equal to the quotient of (i) the product of (A) the Conversion Amount, multiplied by (B) the Conversion Multiple, divided by (ii) the price per Unit as of the date of this Agreement, and such Conversion Amount shall be deemed repaid Borrowing Request in accordance with this Section 2.2, the terms Administrative Agent shall advise each Bridge Lender of the Bridge Loan Agreementdetails thereof. (c) If Dynegy exercises Subject to the Dynegy Repayment Option other terms and conditions set forth herein (including without limitation, the provisions set forth in full, on Sections 2.2(a) and 2.2(b) hereof) and solely to the Repayment Option Date, ECP shall, extent that the conditions set forth in Section 3.3 have been satisfied (or shall cause waived by the lender under Bridge Lenders) prior to the expiration of the Bridge Loan toAvailability Period, convert the remaining Outstanding Bridge Loan Amount into Units at the price per Unit as upon Borrower’s delivery of the date of this Agreement, and such converted amount shall be deemed repaid Borrowing Request (requesting the Bridge Loan) in accordance with the terms of provisions hereof, the Bridge Loan Agreementshall be advanced to Borrower in an amount equal to the lesser of (x) the amount of such Borrowing Request and (y) the amount of the Total Bridge Loan Commitment. (d) None of All Bridge Loan Obligations shall become due and payable on the terms or procedures set forth in Section 4.02 shall apply to this Section 4.11. The Board shall take all necessary action to effectuate the provisions of this Section 4.11, including authorizing and issuing the Units in respect of any Conversion Amount or in respect of a conversion pursuant to Section 4.11(a) or Section 4.11(c). Notwithstanding anything to the contrary in Section 2.06(c), no vote of the Board shall be required to effectuate the issuance of any Units pursuant to this Section 4.11Bridge Loan Maturity Date.

Bridge Loan. (a) If In the Bridge Loan (together with accrued event that the necessary ratings on the Enhanced Custody Receipts and unpaid interest thereon) has TOB Floaters have not been repaid in full on or obtained prior to the one (1) year anniversary of the date of this Agreement (in sufficient time to close the “Repayment Option Date”), then, TOB Trusts on the Repayment Option Date date of this Agreement, the Bank agrees to make the Bridge Loan to the Obligor, and the Obligor agrees to borrow the Bridge Loan from the Bank, in a single advance on the date of this Agreement, subject to the terms and conditions set forth in this Agreement. In consideration for the Bank’s approval of the Bridge Loan, if the Obligor borrows the Bridge Loan the Obligor hereby agrees to pay to the Bank the Bridge Loan Commitment Fee without notice or demand, in immediately available funds in advance on the date hereof. (or b) The Obligor will use the proceeds of the Bridge Loan solely for the purpose of paying the purchase price of the Eligible Bonds. The Bank will advance Bridge Loan proceeds to be applied to such purposes in accordance with written instructions from the Obligor. The Obligor will be responsible for payment on the date of this Agreement, of the Bridge Loan Fee and all closing costs associated with the Bridge Loan closing (e.g., title company charges). (c) Interest on the outstanding principal balance of the Bridge Loan shall accrue at the Bridge Loan Rate and shall be payable in arrears on the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day)day of each month, beginning August 1, 2008, and not thereafter, Dynegy may, or may cause any of its Controlled Affiliates to, contribute to on the Company an amount up to date the Option Bridge Loan Amountis repaid in full. The entire principal balance of the Bridge Loan then unpaid, together with all accrued interest thereon, shall be due and payable in exchange full on the earlier to occur of (i) the Bridge Loan Maturity Date or (ii) the Letter of Credit Issuance Date. The Bridge Loan may be prepaid in whole or in part at any time without penalty, provided that all conditions for Units at prepayment set forth in the price per Unit Bridge Loan Note have been satisfied. The Bridge Loan is not a revolving loan; amounts repaid may not be reborrowed. (d) As soon as of practicable after the date of this Agreement (such transactionthat the necessary ratings have been obtained and the TOB Trusts can be closed, the “Dynegy Repayment Option”)Obligor hereby authorizes the LOC Provider, the TOB Liquidity Provider and the Company shall use TOB Placement and Remarketing Agent, without any further action or execution or direction by the proceeds from such contribution to partially repay the Bridge Loan. (b) If the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full and Dynegy does not exercise the Dynegy Repayment Option in full on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day)Obligor, at any time after the Repayment Option Date, ECP may, or may cause the lender under the Bridge Loan to, convert all or any portion of the then Outstanding Bridge Loan Amount (all or such portion thereof, the “Conversion Amount”) into the number of Units equal to the quotient of (i) to finalize and execute all Related Documents not yet executed and delivered, in substantially the product of (A) forms reviewed and approved by the Conversion Amount, multiplied by (B) the Conversion Multiple, divided by (ii) the price per Unit Obligor as of the date of this Agreement, with any such changes as may be required by the rating agency, to finalize the Related Documents to conform to the provisions of this Agreement and such Conversion Amount shall to eliminate blanks and brackets, so long as copies of any revisions are provided to the Obligor, (ii) to issue the Letters of Credit and TOB Liquidity Facilities, (iii) to close all custodial and TOB transactions contemplated by the Related Documents, (iv) to deliver to the Bond Trustees for the Eligible Bonds all documentation executed by the Obligor that is necessary to cause the registered ownership of the Eligible Bonds to be deemed repaid transferred from the Obligor to the Underlying Custodian, and (v) to apply the proceeds from the sale of the TOB Floaters and TOB Residuals to repayment in accordance with the terms full of the Bridge Loan Agreement. (c) If Dynegy exercises and all accrued interest thereon and to payment of the Dynegy Repayment Option in full, Letter of Credit Fee payable on the Repayment Option Letter of Credit Issuance Date, ECP shallto the balance of the Commitment Fee, or shall cause the lender under the Bridge Loan to, convert and to any additional closing costs (such as rating agency fees) and to remit the remaining Outstanding Bridge Loan Amount into Units at balance to the price per Unit as of the date of this Agreement, and such converted amount shall be deemed repaid in accordance with the terms of the Bridge Loan Agreement. (d) None of the terms or procedures set forth in Section 4.02 shall apply to this Section 4.11Obligor. The Board shall take all necessary action to effectuate the provisions of this Section 4.11, including authorizing and issuing the Units in respect of any Conversion Amount or in respect of a conversion pursuant to Section 4.11(a) or Section 4.11(c). Notwithstanding anything Obligor will be responsible for delivering immediately available funds to the contrary Placement and Remarketing Agent in Section 2.06(c), no vote of payment for the Board shall be required to effectuate the issuance of any Units pursuant to this Section 4.11TOB Residuals.

Bridge Loan. (a) If the Buyer will make Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full on or prior to the one (1) year anniversary of the date of this Agreement (the “Repayment Option Date”), then, Advances on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day), and not thereafter, Dynegy may, or may cause any of its Controlled Affiliates to, contribute to the Company an amount up to the Option Bridge Loan Amount, with $500,000 of such Bridge Loan Amount available immediately and an additional $500,000 available upon receipt by Buyer of a Letter of Intent, with terms acceptable to Buyer, in exchange its sole discretion, executed by the applicable Seller(s) and a third-party purchaser, for Units the sale of either all of the stock of, or substantially all of the assets of, Go Software, Inc. (the "Go Software Sale"). Amounts borrowed under this Section may not be reborrowed during the term of this Agreement. (b) To obtain a Bridge Loan Advance, a Seller must notify Buyer by facsimile or telephone by noon pacific time on the Business Day the Bridge Loan Advance is to be made. Seller must promptly confirm the notification by delivering to Buyer, Buyer's standard payment/advance form. Buyer will credit Bridge Loan Advances to such Seller's deposit account with Buyer. Buyer may make Bridge Loan Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Bridge Loan Advances are necessary to meet Obligations which have become due. Buyer may rely on any telephone notice given by a person whom Buyer believes is a Responsible Officer or designee. Sellers will indemnify Buyer for any loss Buyer suffers due to such reliance. (c) Borrower will pay interest on outstanding Bridge Loan Advances at a rate equal to 1.35% per month ("Bridge Loan Payment"). The Bridge Loan Payment shall be due on the Reconciliation Date. Payments received after noon, pacific time, are considered received at the price per Unit as opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional interest shall accrue. Borrower's final Bridge Loan Payment, which is due on the earlier of (i) the date which is 120 days from the date of this Agreement Seller's first Bridge Loan Advance or (such transactionii) the date of the closing of the GO Software Sale, the “Dynegy Repayment Option”), shall include all outstanding principal and the Company shall use the proceeds from such contribution to partially repay accrued interest on the Bridge Loan. (bd) If In addition to the Bridge Loan Payment, Seller shall pay to Buyer the following "Success Fees": (together with accrued and unpaid interest thereoni) has not been repaid in full and Dynegy does not exercise Upon Seller's first Bridge Loan Advance, a fee of $2,500.00; (ii) At the Dynegy Repayment Option in full on time when outstanding Advances first exceed $250,000, a fee of $5,000.00; (iii) At the Repayment Option Date time when outstanding Advances first exceed $500,000, a fee of $7,500.00; (or iv) At the time when outstanding Advances first Business Day thereafter to the extent the Repayment Option Date does not fall on exceed $750,000, a Business Day), at any time after the Repayment Option Date, ECP may, or may cause the lender fee of $10,000.00. (e) If Sellers' Obligations under this Section 2A exceed the Bridge Loan toAmount,, convert all or any portion of Seller must immediately pay Buyer the then Outstanding Bridge Loan Amount (all or such portion thereof, the “Conversion Amount”) into the number of Units equal to the quotient of (i) the product of (A) the Conversion Amount, multiplied by (B) the Conversion Multiple, divided by (ii) the price per Unit as of the date of this Agreement, and such Conversion Amount shall be deemed repaid in accordance with the terms of the Bridge Loan Agreementexcess. (c) If Dynegy exercises the Dynegy Repayment Option in full, on the Repayment Option Date, ECP shall, or shall cause the lender under the Bridge Loan to, convert the remaining Outstanding Bridge Loan Amount into Units at the price per Unit as of the date of this Agreement, and such converted amount shall be deemed repaid in accordance with the terms of the Bridge Loan Agreement. (d) None of the terms or procedures set forth in Section 4.02 shall apply to this Section 4.11. The Board shall take all necessary action to effectuate the provisions of this Section 4.11, including authorizing and issuing the Units in respect of any Conversion Amount or in respect of a conversion pursuant to Section 4.11(a) or Section 4.11(c). Notwithstanding anything to the contrary in Section 2.06(c), no vote of the Board shall be required to effectuate the issuance of any Units pursuant to this Section 4.11.

Bridge Loan. (a) If 5.1 The Company hereby agrees to execute and deliver to CIT the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full on or prior Promissory Note to evidence the one (1) year anniversary Bridge Loan to be extended by CIT. 5.2 Upon receipt of the date of this Agreement (the “Repayment Option Date”)such Bridge Loan Promissory Note, then, on the Repayment Option Date (or the first Business Day thereafter CIT hereby agrees to the extent the Repayment Option Date does not fall on a Business Day), and not thereafter, Dynegy may, or may cause any of its Controlled Affiliates to, contribute extend to the Company an amount up to the Option Bridge Loan Amount, in exchange for Units at the price per Unit as of the date of this Agreement (such transaction, the “Dynegy Repayment Option”), and the Company shall use the proceeds from such contribution to partially repay the Bridge Loan. (b) If 5.3 The principal amount of the Bridge Loan (together with and any accrued and but unpaid interest thereon) has not been thereon shall be repaid in full and Dynegy does not exercise to CIT by the Dynegy Repayment Option in full on Company upon the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day), at any time after the Repayment Option Date, ECP may, or may cause the lender under the Bridge Loan to, convert all or any portion earlier of the then Outstanding Bridge Loan Amount (all or such portion thereof, the “Conversion Amount”) into the number of Units equal to the quotient of following: (i) the product of (A) date 90 days from the Conversion AmountClosing Date, multiplied by (B) the Conversion Multiple, divided by or (ii) the price per Unit as date of any public or private debt or equity offering of the Company. If the full amount of the Obligations outstanding with respect to the Bridge Loan are not paid by the date 90 days from the Closing Date, the Company shall pay to CIT a one time fee equal to $20,000 (the "Bridge Facility Fee"). Without affecting the foregoing, including the obligations of the Company to pay the Bridge Facility Fee, the Bridge Loan Termination Date may be extended at the sole option and discretion of CIT. 5.4 In the event this Financing Agreement or the Line of Credit is terminated by either CIT or the Company in accordance with this Financing Agreement for any reason whatsoever, the Bridge Loan shall become due and payable on the effective date of such termination notwithstanding any provision to the contrary in the Bridge Loan Promissory Note or this Financing Agreement. 5.5 The Company may prepay at any time, at its option, in whole or in part, the Bridge Loan, provided that on each such prepayment, the Company shall pay: (a) accrued interest on the principal so prepaid to the date of this Agreementsuch prepayment, and such Conversion Amount shall be deemed repaid in accordance with (b) the terms Early Termination Fee, if applicable. 5.6 Each prepayment (whether voluntary or mandatory) made during the term of the Bridge Loan Agreement. (c) If Dynegy exercises the Dynegy Repayment Option in full, on the Repayment Option Date, ECP shall, or shall cause the lender under the Bridge Loan to, convert the remaining Outstanding Bridge Loan Amount into Units at the price per Unit as of the date of this Agreement, and such converted amount shall be deemed repaid in accordance with applied to the terms principal of the Bridge Loan AgreementLoan. (d) None of the terms or procedures set forth in Section 4.02 shall apply to this Section 4.115.7 THE COMPANY HEREBY AUTHORIZES CIT TO CHARGE ITS REVOLVING LOAN ACCOUNT WITH THE AMOUNT OF ALL OBLIGATIONS OWING UNDER THIS SECTION 5 AS SUCH AMOUNTS BECOME DUE. The Board shall take all necessary action to effectuate the provisions of this Section 4.11, including authorizing and issuing the Units in respect of any Conversion Amount or in respect of a conversion pursuant to Section 4.11(a) or Section 4.11(c). Notwithstanding anything to the contrary in Section 2.06(c), no vote of the Board shall be required to effectuate the issuance of any Units pursuant to this Section 4.11THE COMPANY CONFIRMS THAT ANY CHARGES WHICH CIT MAY SO MAKE TO ITS REVOLVING LOAN ACCOUNT AS HEREIN PROVIDED WILL BE MADE AS AN ACCOMMODATION TO THE COMPANY AND SOLELY AT CIT'S DISCRETION.