Common use of Certain Conditions Clause in Contracts

Certain Conditions. The effectiveness of any Additional Credit Amendment shall, unless otherwise agreed to by the Administrative Agent and each Additional Committing Lender, be subject to the satisfaction on the date thereof (each, an “Additional Credit Closing Date”) of each of the following conditions: (i) the Administrative Agent shall have received on or prior to the Additional Credit Closing Date each of the following, each dated the applicable Additional Credit Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Additional Credit Amendment executed by each Additional Committing Lender and each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date (and each other Borrower hereby consents to such Additional Credit Amendment); (B) certified copies of resolutions of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date, approving the execution, delivery and performance of the Additional Credit Amendment; and (C) to the extent reasonably requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated the Additional Credit Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (ii) to the extent the Additional Credit Amendment provides for Additional Revolving Commitments, the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Additional Credit Amendment and the initial Additional Revolving Loans provided thereby; (iii) there shall have been paid to the Administrative Agent, for the account of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing by the Lead Borrower to be due and payable to the Additional Committing Lenders on or before the Additional Credit Closing Date; (iv) on or before such Additional Credit Closing Date, the Lead Borrower shall have received all of the confirmations required by Section 10.25(a); and

Certain Conditions. The effectiveness No Issuing Bank shall be under any obligation to issue any Letter of any Additional Credit Amendment shall, unless otherwise agreed to by the Administrative Agent and each Additional Committing Lender, be subject to the satisfaction on the date thereof (each, an “Additional Credit Closing Date”) of each of the following conditionsif: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Administrative Agent shall have received on applicable Issuing Bank from issuing the Letter of Credit, or prior any Law applicable to the Additional Credit Closing Date each applicable Issuing Bank or any request or directive (whether or not having the force of the following, each dated law) from any Governmental Authority with jurisdiction over the applicable Additional Credit Closing Date unless otherwise indicated Issuing Bank shall prohibit, or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) request that the applicable Additional Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit Amendment executed by each Additional Committing Lender and each Borrower that is a borrower in particular or shall impose upon the applicable Issuing Bank with respect to such Additional Commitments as the Letter of Credit any restriction, reserve or capital requirement (for which the Additional Credit Closing Date (and each other Borrower hereby consents to such Additional Credit Amendment); (Bapplicable Issuing Bank is not otherwise compensated hereunder) certified copies of resolutions of not in effect on the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date, approving or shall impose upon the executionapplicable Issuing Bank any unreimbursed loss, delivery cost or expense which was not applicable on the Closing Date and performance of which the Additional Credit Amendment; and (C) applicable Issuing Bank in good xxxxx xxxxx material to the extent reasonably requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated the Additional Credit Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agentit; (ii) the issuance of the Letter of Credit would violate one or more policies of the applicable Issuing Bank applicable to the extent the Additional Credit Amendment provides for Additional Revolving Commitments, the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Additional Credit Amendment and the initial Additional Revolving Loans provided therebyletters of credit generally; (iii) there shall have been paid to the Administrative Agent, for the account an Alternate Currency Letter of the Additional Committing Lenders, all reasonable fees, Credit if any, as may have been separately agreed such Issuing Bank does not otherwise issue letters of credit in writing by the Lead Borrower to be due and payable to the Additional Committing Lenders on or before the Additional Credit Closing Date;such Alternate Currency; or (iv) on any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the applicable Issuing Bank (in its sole discretion) with the Borrower or before such Additional Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit Closing Datethen proposed to be issued or that Letter of Credit and all other Letter of Credit obligations as to which the applicable Issuing Bank has actual or potential Fronting Exposure, the Lead Borrower shall have received all of the confirmations required by Section 10.25(a); andas it may elect in its sole discretion.

Certain Conditions. The effectiveness of any Additional Credit Term Loan Amendment shall, unless otherwise agreed to by the Administrative Agent and each Additional Committing Lender, be subject to the satisfaction on the date thereof (each, an “Additional Credit Term Loan Closing Date”) of each of the following conditions: (i) the Administrative Agent shall have received on or prior to the Additional Credit Term Loan Closing Date each of the following, each dated the applicable Additional Credit Term Loan Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: : (A) the applicable Additional Credit Term Loan Amendment executed by each Additional Committing Lender and each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date (and each other Borrower hereby consents to such Additional Credit Amendment); Borrower; (B) certified copies of resolutions of the Board board of Directors directors of each the Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Term Loan Closing Date, approving the execution, delivery and performance of the Additional Credit Term Loan Amendment; and and (C) to the extent reasonably requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated the Additional Credit Term Loan Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (ii) to the extent the Additional Credit Amendment provides for Additional Revolving Commitments, the conditions precedent set forth in Section 4.02 5.2 shall have been satisfied both before and after giving effect to such Additional Credit Term Loan Amendment and the initial Additional Revolving Loans Term Loan provided thereby; (iii) there shall have been paid to the Administrative Agent, for the account of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing by the Lead Borrower to be due and payable to the Additional Committing Lenders on or before the Additional Credit Term Loan Closing Date;; and (iv) after giving effect, on or before such a pro forma basis, to the issuance of the Additional Credit Closing DateTerm Loans, the Lead Borrower shall have received all Consolidated Leverage Ratio of the confirmations required by Section 10.25(a); andBorrower as of the last day of the Most Recent Four Quarter Period shall be less than 4.00 to 1.00.

Certain Conditions. The effectiveness of any Additional Revolving Credit Amendment shall, unless otherwise agreed to by the Administrative Agent and each Additional Committing Lender, be subject to the satisfaction on the date thereof (each, an “Additional Revolving Credit Closing Date”) of each of the following conditions: (i) the Administrative Agent shall have received on or prior to the Additional Revolving Credit Closing Date each of the following, each dated as of the applicable Additional Revolving Credit Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: : (A) the applicable Additional Revolving Credit Amendment executed by each Additional Committing Lender and each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Revolving Credit Closing Date (and each other Borrower hereby consents to such Additional Revolving Credit Amendment); ; (B) certified copies of resolutions of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Revolving Credit Closing Date, approving the execution, delivery and performance of the Additional Revolving Credit Amendment; and and (C) to the extent reasonably requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated as of the Additional Revolving Credit Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (ii) to the extent the Additional Credit Amendment provides for Additional Revolving Commitments, the conditions precedent set forth in Section 4.02 subsection 6.2 shall have been satisfied both before and after giving effect to such Additional Revolving Credit Amendment and the initial Additional Revolving Loans Loan provided thereby;; and (iii) there shall have been paid to the Administrative Agent, for the account of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing by the Lead Parent Borrower to be due and payable to the Additional Committing Lenders on or before the Additional Revolving Credit Closing Date; (iv) on or before such Additional Credit Closing Date, the Lead Borrower shall have received all of the confirmations required by Section 10.25(a); and.

Certain Conditions. The effectiveness of any Additional Revolving Credit Amendment shall, unless otherwise agreed to by the Administrative Agent and each Additional Committing Lender, be subject to the satisfaction on the date thereof (each, an “Additional Revolving Credit Closing Date”) of each of the following conditions: (i) the Administrative Agent shall have received on or prior to the Additional Revolving Credit Closing Date each of the following, each dated the applicable Additional Revolving Credit Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: : (A) the applicable Additional Revolving Credit Amendment executed by each Additional Committing Lender and each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Revolving Credit Closing Date (and each other Borrower hereby consents to such Additional Revolving Credit Amendment); ; (B) certified copies of resolutions of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Revolving Credit Closing Date, approving the execution, delivery and performance of the Additional Revolving Credit Amendment; and and (C) to the extent reasonably requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated the Additional Revolving Credit Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent, and from Debevoise & Xxxxxxxx LLP, Xxxxxxxx, Xxxxxx & Finger, P.A. and/or counsel reasonably satisfactory to the Administrative Agent; (ii) to the extent the Additional Credit Amendment provides for Additional Revolving Commitments, the conditions precedent set forth in Section 4.02 subsection 6.2 shall have been satisfied both before and after giving effect to such Additional Revolving Credit Amendment and the initial Additional Revolving Loans Loan provided thereby;; and (iii) there shall have been paid to the Administrative Agent, for the account of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing by the Lead Parent Borrower to be due and payable to the Additional Committing Lenders on or before the Additional Revolving Credit Closing Date; (iv) on or before such Additional Credit Closing Date, the Lead Borrower shall have received all of the confirmations required by Section 10.25(a); and.

Certain Conditions. The effectiveness continuing obligations of any Additional Credit Amendment shalleach member of the Noteholder Co-Proponents, unless otherwise agreed to by as set forth in Section 4.01 hereof, following the Administrative Agent and each Additional Committing Lenderoccurrence of the PSA Effective Date (as defined below), be are subject to the satisfaction on the date thereof (each, an “Additional Credit Closing Date”) of each of the following conditions: (ia) each substantive document in connection with the Administrative Agent shall have received on or prior Restructuring including, without limitation, the Plan Documents (but excluding documents related to the Additional Credit Closing Date each of the followingBonding Solution), each dated the applicable Additional Credit Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each shall be in form and substance acceptable or reasonably satisfactory acceptable, as the case may be, to the Administrative Agent: (A) the applicable Additional Credit Amendment executed by each Additional Committing Lender and each Borrower that is a borrower with respect to such Additional Commitments as Requisite Members of the Additional Credit Closing Date (and each other Borrower hereby consents Noteholder Steering Committee or the individual members of the Noteholder Steering Committee as set forth in the Restructuring Term Sheet, provided, that the Noteholder Co-Proponents acknowledge that the terms of the Replacement Secured First Lien Term Loan shall be acceptable if such terms are consistent with Exhibit 1 to such Additional Credit Amendment)the Restructuring Term Sheet; (Bb) certified copies of resolutions any material claim settlement, including but not limited to, any settlement related to the MEPP Claim above the amounts held in reserve by the Debtors for such MEPP Claim, shall be subject to the approval of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as Requisite Members of the Additional Credit Closing DateNoteholder Steering Committee, approving not to be unreasonably withheld, conditioned or delayed; (c) the execution, delivery and performance material terms of the Additional Credit AmendmentRestructuring, the Private Placement Agreement and the Backstop Commitment Agreement, shall not have been amended, modified or supplemented without the requisite approval required under the terms of Exhibit 8 to the Restructuring Term Sheet; (d) the Debtors shall have otherwise complied with the terms of the Restructuring Term Sheet, the Private Placement Agreement, the Backstop Commitment Agreement and this Agreement; and (Ce) this Agreement shall have not been terminated in accordance with the terms hereof. For the avoidance of doubt, the Plan and any exhibits, supplements, appendices, etc. thereto may not be modified in any way that adversely affects the distributions, recovery, treatment, classification or other rights or entitlements of the Noteholder Co-Proponents (either as a group or individually) without the consent of the Requisite Members of the Noteholder Steering Committee or the affected member of the Noteholders Steering Committee, as required under Exhibit 8 to the extent reasonably requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated the Additional Credit Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (ii) to the extent the Additional Credit Amendment provides for Additional Revolving Commitments, the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Additional Credit Amendment and the initial Additional Revolving Loans provided thereby; (iii) there shall have been paid to the Administrative Agent, for the account of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing by the Lead Borrower to be due and payable to the Additional Committing Lenders on or before the Additional Credit Closing Date; (iv) on or before such Additional Credit Closing Date, the Lead Borrower shall have received all of the confirmations required by Section 10.25(a); andRestructuring Term Sheet.

Certain Conditions. The effectiveness of any Additional Credit Amendment shall, unless otherwise agreed to Unless waived by the Administrative Agent and each Additional Committing Lenderparties in writing in their sole discretion, be all obligations of the parties hereunder are subject to the satisfaction on fulfillment, prior to or at the date thereof (eachClosing, an “Additional Credit Closing Date”) of each of the following conditions: (i) A. Registration Statement and Information Statement/Prospectus. The Acquiring Fund will file a registration statement on Form N-14 with the Administrative Agent Commission under the 1933 Act in order to register the Acquiring Fund Shares to be issued hereunder. Such registration statement in the form in which it shall have received on or become effective and, in the event any post-effective amendment thereto becomes effective prior to the Additional Credit Closing Date each of the following, each dated the applicable Additional Credit Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Additional Credit Amendment executed by each Additional Committing Lender and each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date (and each other Borrower hereby consents to such Additional Credit Amendment); (B) certified copies of resolutions of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date, approving such registration statement as amended, is referred to herein as the execution“Registration Statement.” The Acquired Fund will file a preliminary Information Statement with the Commission under the 1940 Act and the 1933 Act, delivery relating to this Agreement and performance the transactions herein contemplated, in the form of a combined Information Statement and prospectus and related statement of additional information included in the Registration Statement. The combined Information Statement and prospectus and related statement of additional information that is first filed pursuant to Rule 497(b) under the 1933 Act is referred to herein as the “Information Statement/Prospectus.” The Acquiring Fund and the Acquired Fund each will exert reasonable efforts to cause the Registration Statement to become effective under the 1933 Act as soon as practical and agree to cooperate in such efforts. The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the knowledge of the Additional Credit Amendment; and (C) parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act. Upon effectiveness of the Registration Statement, the Acquired Fund will cause the Information Statement/Prospectus to be delivered to the extent reasonably requested by shareholders of the Administrative AgentAcquired Fund, an opinion in sufficient time to comply with requirements as to notice thereof, the Information Statement/Prospectus, which complies in all material respects with the applicable provisions of counsel for Section 14(c) of the Loan Parties dated 1934 Act, and the Additional Credit rules and regulations thereunder. B. Pending or Threatened Proceedings. On the Closing Date, addressed no action, suit, or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (ii) to the extent the Additional Credit Amendment provides for Additional Revolving Commitments, the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Additional Credit Amendment and the initial Additional Revolving Loans provided thereby; (iii) there shall have been paid to the Administrative Agent, for the account of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing by the Lead Borrower to be due and payable to the Additional Committing Lenders on or before the Additional Credit Closing Date; (iv) on or before such Additional Credit Closing Date, the Lead Borrower shall have received all of the confirmations required by Section 10.25(a); andtransactions contemplated herein.

Certain Conditions. Initial Conditions: The effectiveness availability of any Additional the Amended Revolving Credit Amendment shallFacility shall be conditioned upon satisfaction of conditions precedent which are usual and customary for financings of this type, unless otherwise agreed including, among other things, the following (the date upon which all such conditions precedent shall be satisfied, the “Closing Date”): (a) The Loan Parties shall have executed and delivered satisfactory definitive financing documentation with respect to by the Amended Revolving Credit Facility and, if applicable, the Alternative Term Loans (the “Credit Documentation”) and the associated collateral security documentation (the “Collateral Documentation”; together with the Credit Documentation, the “Facility Documentation”). (b) The Lenders, the Administrative Agent and the Lead Arranger shall have received all fees required to be paid, and all expenses for which invoices have been presented, on or before the Closing Date. (c) All governmental and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the financing contemplated hereby and the continuing operations of the Loan Parties shall have been obtained and be in full force and effect. (d) The Participating Lenders shall have received satisfactory pro forma, consolidated and consolidating financial statements of the Parent and its subsidiaries for the most recent fiscal quarter ended prior to the Closing Date. (e) The Administrative Agent shall be reasonably satisfied that the Collateral Documentation creates first priority, perfected liens and security interests on (i) one hundred percent (100%) of the equity interests in the Borrower and each Additional Committing Lender, be Guarantor (other than Parent) and (ii) substantially all other assets of the Loan Parties (other than certain excluded assets and subject to the satisfaction certain permitted liens and other customary exceptions), including a first priority perfected lien on the date thereof (each, an “Additional Credit Closing Date”A) all cash and cash equivalents held in deposit accounts (other than excluded accounts) and securities accounts and (B) not less than ninety-five percent (95%) of each the value of the following conditions:Oil and Gas Properties evaluated in the Pre-Petition Reserve Report.3 (f) (i) the Administrative Agent Restructuring Support Agreement shall be in full force effect as to Lenders under the Existing Credit Agreement holding no less than 66.667% of the “Revolving Credit Exposure” thereunder; (ii) the Acceptable Plan of Reorganization shall have received on or prior to the Additional Credit Closing Date each of the following, each dated the applicable Additional Credit Closing Date unless otherwise indicated or agreed to been confirmed by the Administrative Agent and each Bankruptcy Court pursuant to a confirmation order in form and substance reasonably satisfactory to the Administrative Agent: , which order has become a final order (A) the applicable Additional Credit Amendment executed by each Additional Committing Lender and each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date (and each other Borrower hereby consents to such Additional Credit Amendment); (B) certified copies of resolutions of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date, approving the execution, delivery and performance of the Additional Credit Amendment; and (C) to the extent reasonably requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated the Additional Credit Closing Date, addressed to unless the Administrative Agent and waives the Lenders and in form and substance reasonably satisfactory need for a final order); (iii) all conditions to the Administrative Agent; (ii) to effectiveness of the extent the Additional Credit Amendment provides for Additional Revolving Commitments, the conditions precedent set forth in Section 4.02 Acceptable Plan of Reorganization shall have been satisfied both before and after giving effect to such Additional Credit Amendment and or waived in accordance with the initial Additional Revolving Loans provided thereby; (iii) there shall have been paid to the Administrative Agent, for the account terms of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing by Acceptable Plan of Reorganization (other than the Lead Borrower to be due closing of the Amended Revolving Credit Facility); and payable to the Additional Committing Lenders on or before the Additional Credit Closing Date; (iv) on or before the effective date of such Additional Credit Closing Date, the Lead Borrower Acceptable Plan of Reorganization shall have received all occurred (or shall occur contemporaneously with the closing of the confirmations required by Section 10.25(aAmended Revolving Credit Facility); and.

Certain Conditions. The effectiveness of any Additional Credit Amendment shall, unless otherwise agreed to Unless waived by the Administrative Agent and each Additional Committing Lenderparties in writing in their sole discretion, be all obligations of the parties hereunder are subject to the satisfaction on fulfillment, prior to or at the date thereof (eachClosing, an “Additional Credit Closing Date”) of each of the following conditions: (i) A. Registration Statement and Information Statement/Prospectus. The Acquiring Fund will file a registration statement on Form N-14 with the Administrative Agent Commission under the 1933 Act in order to register the Acquiring Fund Shares to be issued hereunder. Such registration statement in the form in which it shall have received on or become effective and, in the event any post-effective amendment thereto becomes effective prior to the Additional Credit Closing Date each of the following, each dated the applicable Additional Credit Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Additional Credit Amendment executed by each Additional Committing Lender and each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date (and each other Borrower hereby consents to such Additional Credit Amendment); (B) certified copies of resolutions of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date, approving such registration statement as amended, is referred to herein as the execution“Registration Statement.” The Acquired Fund will file a preliminary Information Statement with the Commission under the 1940 Act and the 1933 Act, delivery relating to this Agreement and performance the transactions herein contemplated, in the form of a combined Information Statement and prospectus and related statement of additional information included in the Registration Statement. The combined Information Statement and prospectus and related statement of additional information that is first filed pursuant to Rule 497(b) under the 1933 Act is referred to herein as the “Information Statement/Prospectus.” The Acquiring Fund and the Acquired Fund each will exert reasonable efforts to cause the Registration Statement to become effective under the 1933 Act as soon as practical and agree to cooperate in such efforts. The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the knowledge of the Additional Credit Amendment; and (C) parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act. Upon effectiveness of the Registration Statement, the Acquired Fund will cause the Information Statement/Prospectus to be delivered to the extent reasonably requested by shareholders of the Administrative AgentAcquired Fund of record, an opinion in sufficient time to comply with requirements as to notice thereof, the Information Statement/Prospectus, which complies in all material respects with the applicable provisions of counsel for Section 14(c) of the Loan Parties dated 1934 Act, and the Additional Credit rules and regulations thereunder. B. Pending or Threatened Proceedings. On the Closing Date, addressed no action, suit, or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (ii) to the extent the Additional Credit Amendment provides for Additional Revolving Commitments, the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Additional Credit Amendment and the initial Additional Revolving Loans provided thereby; (iii) there shall have been paid to the Administrative Agent, for the account of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing by the Lead Borrower to be due and payable to the Additional Committing Lenders on or before the Additional Credit Closing Date; (iv) on or before such Additional Credit Closing Date, the Lead Borrower shall have received all of the confirmations required by Section 10.25(a); andtransactions contemplated herein.

Certain Conditions. The effectiveness of any Additional Revolving Credit Amendment shall, unless otherwise agreed to by the Administrative Agent and each Additional Committing Lender, be subject to the satisfaction on the date thereof (each, an “Additional Revolving Credit Closing Date”) of each of the following conditions: (i) the Administrative Agent shall have received on or prior to the Additional Revolving Credit Closing Date each of the following, each dated the applicable Additional Revolving Credit Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Additional Revolving Credit Amendment executed by each Additional Committing Lender and each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Revolving Credit Closing Date (and each other Borrower hereby consents to such Additional Revolving Credit Amendment); (B) certified copies of resolutions of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Revolving Credit Closing Date, approving the execution, delivery and performance of the Additional Revolving Credit Amendment; and (C) to the extent reasonably requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated the Additional Revolving Credit Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (ii) to the extent the Additional Credit Amendment provides for Additional Revolving Commitments, the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Additional Revolving Credit Amendment and the initial Additional Revolving Loans provided thereby;; and (iii) there shall have been paid to the Administrative Agent, for the account of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing by the Lead Borrower to be due and payable to the Additional Committing Lenders on or before the Additional Revolving Credit Closing Date; (iv) on or before such Additional Credit Closing Date, the Lead Borrower shall have received all of the confirmations required by Section 10.25(a); and.

Certain Conditions. The effectiveness of any Additional Credit Amendment shall, unless otherwise agreed to Unless waived by the Administrative Agent and each Additional Committing Lenderparties in writing in their sole discretion, be all obligations of the parties hereunder are subject to the satisfaction on fulfillment, prior to or at the date thereof (eachClosing, an “Additional Credit Closing Date”) of each of the following conditions: (i) A. Registration Statement and Proxy Statement/Prospectus. The Acquiring Fund will file a registration statement on Form N-14 with the Administrative Agent Commission under the 1933 Act in order to register the Acquiring Fund Shares to be issued hereunder. Such registration statement in the form in which it shall have received on or become effective and, in the event any post-effective amendment thereto becomes effective prior to the Additional Credit Closing Date each of the following, each dated the applicable Additional Credit Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Additional Credit Amendment executed by each Additional Committing Lender and each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date (and each other Borrower hereby consents to such Additional Credit Amendment); (B) certified copies of resolutions of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date, approving such registration statement as amended, is referred to herein as the execution, delivery and performance of “Registration Statement.” The Acquired Fund will file a preliminary proxy statement with the Additional Credit Amendment; and (C) to Commission under the extent reasonably requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated the Additional Credit Closing Date, addressed to the Administrative Agent 1940 Act and the Lenders 1933 Act, relating to this Agreement and the transactions herein contemplated, in the form of a combined proxy statement and substance reasonably satisfactory prospectus and related statement of additional information included in the Registration Statement. The combined proxy statement and prospectus and related statement of additional information that is first filed pursuant to Rule 497(b) under the Administrative Agent; (ii) 1933 Act is referred to herein as the extent “Proxy Statement/Prospectus.” The Acquiring Fund and the Additional Credit Amendment provides for Additional Revolving Commitments, Acquired Fund each will exert reasonable efforts to cause the conditions precedent set forth Registration Statement to become effective under the 1933 Act as soon as practical and agree to cooperate in Section 4.02 such efforts. The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been satisfied both before and after giving effect issued and, to such Additional Credit Amendment and the initial Additional Revolving Loans provided thereby; (iii) there knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been paid instituted or be pending, threatened, or contemplated under the 1933 Act. Upon effectiveness of the Registration Statement, the Acquired Fund will cause the Proxy Statement/Prospectus to be delivered to the Administrative Agent, for the account shareholders of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing Acquired Fund entitled to vote on the transactions contemplated by the Lead Borrower to be due and payable this Agreement at least 20 days prior to the Additional Committing Lenders on or before the Additional Credit Closing Date; (iv) on or before such Additional Credit Closing Date, the Lead Borrower shall have received all date of the confirmations required by Section 10.25(a); andmeeting of shareholders called to act upon such transactions.

Certain Conditions. The effectiveness of any Additional Credit Term Loan Amendment shall, unless otherwise agreed to by the Administrative Agent and each Additional Committing LenderLenders, be subject to the satisfaction on the date thereof (each, an “Additional Credit Term Loan Closing Date”) of each of the following conditions: (i) the Administrative Agent shall have received on or prior to the Additional Credit Term Loan Closing Date each of the following, each dated the applicable Additional Credit Term Loan Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: : (A) the applicable Additional Credit Term Loan Amendment executed by the Borrower and each Additional Committing Lender and each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date (and each other Borrower hereby consents to such Additional Credit Amendment); Lender; (B) certified copies of resolutions of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date, approving the execution, delivery and performance of the Additional Credit Term Loan Amendment; and and (C) to the extent reasonably requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated the Additional Credit Term Loan Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance and from Debevoice & Plmpton, LLP, Xxxxxxxx, Xxxxxx & Finger PA and/or counsel reasonably satisfactory to the Administrative Agent; (ii) to the extent the Additional Credit Amendment provides for Additional Revolving Commitments, the conditions precedent set forth in Section 4.02 subsections 5.1(s) and (t) shall have been satisfied both before and after giving effect to such Additional Credit Term Loan Amendment and the initial Additional Revolving Loans Term Loan provided thereby;; and (iii) there shall have been paid to the Administrative Agent, for the account of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing by the Lead Borrower to be due and payable to the Additional Committing Lenders on or before the Additional Credit Closing Term Loan Date; (iv) on or before such Additional Credit Closing Date, the Lead Borrower shall have received all of the confirmations required by Section 10.25(a); and.

Certain Conditions. The effectiveness of any Additional Revolving Credit Amendment shall, unless otherwise agreed to by the Administrative Agent and each Additional Committing Lender, be subject to the satisfaction on the date thereof (each, an “Additional Revolving Credit Closing Date”) of each of the following conditions: (i) the Administrative Agent shall have received on or prior to the Additional Revolving Credit Closing Date each of the following, each dated the applicable Additional Revolving Credit Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Additional Revolving Credit Amendment executed by each Additional Committing Lender and each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Revolving Credit Closing Date (and each other Borrower hereby consents to such Additional Revolving Credit Amendment); (B) certified copies of resolutions of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Revolving Credit Closing Date, approving the execution, delivery and performance of the Additional Revolving Credit Amendment; and (C) to the extent reasonably requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated the Additional Revolving Credit Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (ii) to the extent the Additional Credit Amendment provides for Additional Revolving Commitments, the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Additional Revolving Credit Amendment and the initial Additional Revolving Loans provided thereby;; and (iii) there shall have been paid to the Administrative Agent, for the account of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing by the Lead Borrower to be due and payable to the Additional Committing Lenders on or before the Additional Revolving Credit Closing Date; (iv) on or before such Additional Credit Closing Date, the Lead Borrower shall have received all of the confirmations required by Section 10.25(a); and.

Certain Conditions. Initial Conditions: The effectiveness availability of any Additional Credit Amendment shall, unless otherwise agreed to by the Administrative Agent and each Additional Committing Lender, Bridge Loan shall be subject to conditioned upon the satisfaction on or before the Expiration Date of conditions precedent usual for facilities and transactions of this type, including, without limitation, the conditions set forth below, and customary corporate and document delivery requirements (the date thereof (eachupon which all such conditions precedent shall be satisfied and the initial funding under the Bridge Loan is advanced, an “Additional Credit the Closing Date”) of each of .): 1. Each Loan Party shall have executed and delivered satisfactory definitive Loan Documents with respect to the following conditions:Bridge Loan and all conditions to the initial borrowings thereunder shall have been satisfied. (i) the Administrative Agent 2. Borrower shall be a bankruptcy remote special purpose entity and Lender shall have received on or and approved all organizational documents creating Borrower, as well as a non-consolidation opinion for Borrower’s legal counsel in a form acceptable to Lender. 3. At Lender’s option, Lender shall have completed and, in Lender’s sole discretion, confirmed its approval in writing and in its sole discretion of a due diligence review of all aspects of the Project prior to the Additional Credit Closing Date each Expiration Date, including, without limitation, review and approval of a feasibility study, any existing engineering report, resource report and all governmental and third party approvals and contracts necessary or desirable to the construction and operation of the followingProject. Lender shall have no obligation to continue with its due diligence investigation or negotiations regarding the Loan Agreements if, each dated at any time, the applicable Additional Credit Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably results of its due diligence investigations are not satisfactory to Lender in its sole discretion. 4. Lender shall have been paid for all reasonable out of- pocket expenses of Lender arising out of or related to the Administrative Agent:Bridge Loan and any amendment or waiver with respect thereto (such as costs of title insurance, recording fees and filing fees, but excluding Lender’s attorneys. fees) required to be paid for which invoices have been presented, on or before the Closing Date. (A) 5. There shall not exist any action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that has or could reasonably be expected to have a material adverse effect on Borrower, Guarantor or the applicable Additional Credit Amendment executed by Project. 6. Lender shall have received satisfactory projections for the Project through the date of the expiration of the Power Purchase Agreement. 7. Lender shall have received the results of a recent lien search in each Additional Committing Lender and each Borrower that is a borrower relevant jurisdiction with respect to Borrower and Guarantor, and such Additional Commitments as search shall reveal no liens on any of the Additional Credit Closing Date (and each other assets of Borrower hereby consents to such Additional Credit Amendment); (B) certified copies of resolutions or any portion of the Board of Directors of each Borrower that is a borrower Project assets. 8. All documents and instruments required to perfect Lender’s first priority security interest in the collateral under the Bridge Loan shall have been executed and be in proper form for filing, and, in connection with respect to such Additional Commitments as of the Additional Credit Closing Datereal estate collateral, approving the executionLender shall have received satisfactory title insurance policies, delivery surveys and performance of the Additional Credit Amendment; and (C) other customary documentation to the extent reasonably requested by it with exceptions acceptable to Lender. 9. Lender shall have received satisfactory insurance certificates with respect to all required insurance. 10. Lender shall be satisfied with respect to existing and potential environmental liabilities related to the Administrative Agent, an opinion of Project. 11. Lender shall have received such legal opinions (including opinions (i) from counsel for the to Loan Parties dated the Additional Credit Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (ii) from such special and local counsel as may be required by Lender), documents and other instruments as are customary for transactions of this type or as Lender may reasonably request, all in a form acceptable to Lender. 12. There shall not have occurred a material adverse change in Borrower, Guarantor or with respect to the extent Project. On-Going Conditions: The making of each advance under the Additional Credit Amendment provides for Additional Revolving CommitmentsBridge Loan shall be conditioned upon, among others, (a) the accuracy in all material respects of all representations and warranties in Loan Documents with respect to the Bridge Loan (including, without limitation, the conditions precedent set forth material adverse change and litigation representations), (b) there being no default or event of default in Section 4.02 shall have been satisfied both before and existence at the time of, or after giving effect to the making of, such Additional Credit Amendment extension of credit, and (c) Lender’s approval in Lender’s sole discretion. As used herein a .material adverse change. shall mean any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on (i) the initial Additional Revolving Loans provided thereby; business, operations, property, condition (iiifinancial or otherwise) there shall have been paid to or prospects of Borrower, Guarantor or the Administrative Agentacquisition, for the account construction or operation of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing by Project or (ii) the Lead Borrower to be due and payable to the Additional Committing Lenders on validity or before the Additional Credit Closing Date; (iv) on or before such Additional Credit Closing Date, the Lead Borrower shall have received all enforceability of any of the confirmations required by Section 10.25(a); andCredit Documentation or the rights and remedies of Lender thereunder.

Certain Conditions. The effectiveness continuing obligations of any Additional Credit Amendment shalleach member of the First Lien Co-Proponents set forth in Section 3.01 hereof, unless otherwise agreed to by following the Administrative Agent and each Additional Committing Lenderoccurrence of the PSA Effective Date (as defined below), be are subject to the satisfaction on the date thereof (each, an “Additional Credit Closing Date”) of each of the following conditions: (ia) the Administrative Agent credit agreement for the Replacement Secured First Lien Term Loan and related documentation (including, without limitation, the security and guaranty documentation and any intercreditor agreements) shall have received be consistent with the terms set forth on or prior Exhibit 1 to the Additional Credit Closing Date each Restructuring Term Sheet and otherwise in form and substance acceptable to the Requisite First Lien Lender Co-Proponents in their sole discretion; (b) this Agreement, the Restructuring Term Sheet and the provisions of any order approving the followingsame shall be in form and substance satisfactory to the Requisite First Lien Lender Co-Proponents; and (c) the indenture for the New Second Lien Notes (if applicable), each dated the applicable Additional Credit Closing Date unless credit agreement and/or indenture for the Exit Facility and order relating thereto (if applicable), the Plan, the Disclosure Statement, the Disclosure Statement Order and the Confirmation Order (but excluding documents related to the Bonding Solution) and any changes to the Breakup Administrative Claim Treatment shall be in form and substance reasonably acceptable to the Requisite First Lien Lender Co-Proponents; provided, however, that no such consents and approvals shall be required with respect to the indenture for the New Second Lien Notes and related documentation (if applicable), which indenture and related documentation shall be, as applicable, consistent with the terms set forth on Exhibit 2 to the Restructuring Term Sheet and otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Additional Credit Amendment executed by each Additional Committing Requisite First Lien Lender and each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date (and each other Borrower hereby consents to such Additional Credit Amendment)Co-Proponents; (Bd) certified copies of resolutions each other substantive document in connection with the Restructuring (but excluding documents relating to the Bonding Solution), shall be reasonably acceptable to the Requisite First Lien Lender Co-Proponents, solely to the extent that a proposed term, action, modification, amendment, supplement or waiver adversely affects the First Lien Agent, the First Lien Lenders, the First Lien Lender Claims or the terms of the Board of Directors of each Borrower that is a borrower with respect Replacement Secured First Lien Term Loan; (e) any material claim settlement, including but not limited to, any settlement related to the MEPP Claim above the amounts held in reserve by the Debtors for such Additional Commitments as MEPP Claim, shall be subject to the approval of the Additional Credit Closing DateRequisite First Lien Lender Co-Proponents, approving not to be unreasonably withheld, conditioned or delayed; (f) the execution, delivery and performance Debtors shall have otherwise complied with the terms of the Additional Credit AmendmentRestructuring Term Sheet; and (Cg) this Agreement shall have not been terminated in accordance with the terms hereof. For the avoidance of doubt, the Requisite First Lien Lender Co-Proponents shall have approval, waiver and other similar rights over the documents and/or agreements set forth in the foregoing Sections 3.02(a)-(e). Notwithstanding any other provision of this Agreement to the extent reasonably requested contrary, upon the Debtors (i) receiving fully underwritten commitments with respect to the Exit Facility in the principal amount of $1.5 billion and approval thereof by the Administrative AgentBankruptcy Court, an opinion of counsel for the Loan Parties dated the Additional Credit Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (ii) filing an amended Plan providing that the First Lien Full Cash Recovery shall occur, the Requisite First Lien Lender Co-Proponents shall only have consent rights with respect to (1) any change to the extent treatment of the Additional Credit Amendment provides for Additional Revolving CommitmentsFirst Lien Lender Claims, the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Additional Credit Amendment and First Lien Agent or the initial Additional Revolving Loans provided thereby; (iii) there shall have been paid First Lien Lenders under the Plan, including, without limitation, any changes to the Administrative Agent, for the account of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing by the Lead Borrower to be due proposed releases and payable exculpations with respect to the Additional Committing First Lien Agent or the First Lien Lenders on or before their respective Representatives, (2) this Agreement or (3) the Additional Credit Closing Date; Breakup Administrative Claim Treatment (iv) on or before such Additional Credit Closing Date, as defined in Exhibit 5 to the Lead Borrower shall have received all of the confirmations required by Section 10.25(aRestructuring Term Sheet); and.

Certain Conditions. (i) After the Closing Date, the Buyer will (directly or indirectly through other members of the Milestone Rights Group) use Commercially Reasonable Efforts to [**]. The effectiveness Buyer will use Commercially Reasonable Efforts to [**]. (ii) [**]. Each of any Additional Credit Amendment shallthe Milestone Payments shall become payable upon the occurrence of the associated Development Milestone Event or Sales Milestone Event, unless otherwise agreed as applicable, irrespective of the order in which the Development Milestone Event or Sales Milestone Event occur relative to by the Administrative Agent each other. Each Milestone Payment will be non-refundable and each Additional Committing Lendernon-creditable and not subject to set-off, be subject to the satisfaction rights of the Buyer under Article VII, including Section 7.6. (iii) [**], the Buyer shall provide the Company Equityholder Representative, by [**]. (iv) The Buyer shall keep, and shall cause the other members of the Milestone Rights Group to keep, adequate books and records of accounting for the purpose of confirming whether any Sales Milestone Event has occurred for a period of [**] following the end of the Calendar Year to which such books and records pertain. (v) Notwithstanding anything to the contrary in this Agreement, the Buyer, in its sole discretion, will determine whether [**] has been achieved for any Milestone Product for any Indication within [**]; provided that, notwithstanding the Buyer’s determination under subsections (a) and (b) of the definition of [**] based on the date thereof definition thereof, should the Buyer later decide to progress such Milestone Product into a [**] for an Indication, such decision will constitute a [**] in such Milestone Product for such Indication. (eachvi) No Milestone Payment shall be payable more than once, an “Additional Credit Closing Date”) of each whether achieved for [**]. For clarity, in the event that more than one of the following conditions: Sales Milestone Events is achieved for the first time in any Calendar Year, the Buyer shall pay the amount allocated for each Sales Milestone Event so achieved during such Calendar Year. If a Development Milestone Event for an Indication is skipped but a subsequent Development Milestone Event is achieved by a Milestone Product in such Indication, then all prior unachieved Development Milestone Events that would otherwise have been achieved by such Milestone Product for such Indication will be deemed achieved. The Buyer will notify the Company Equityholder Representative within [**] of (i) the Administrative Agent shall have received on failure to achieve any Development Milestone Event or prior (ii) any decision to the Additional Credit Closing Date each halt development of [**]. (vii) Each of the followingCompany Equityholders, each dated the applicable Additional Credit Closing Date unless otherwise indicated by his, her or agreed its execution of a Written Consent, an Option Surrender Agreement, a Warrant Surrender Agreement, a Letter of Transmittal and/or receipt of Aggregate Merger Consideration hereunder, acknowledges and agrees that, subject only to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: Section 1.15(b)(i), (A) the applicable Additional Credit Amendment executed by Buyer shall be entitled to conduct the business of the Buyer and its Affiliates (including, after the Closing, the business of the Company and including in each Additional Committing Lender and each Borrower case with respect to the Milestone Products) in a manner that is a borrower in the best interests of the Buyer and its and Parent’s stockholders and the Buyer shall have the absolute right and sole and absolute discretion to operate and otherwise make decisions with respect to the conduct of the business of the Buyer and its Affiliates (including, after the Closing, the business of the Company and including in each case with respect to the Milestone Products) and to take or refrain from taking any action with respect thereto; (B) the Buyer or an Affiliate of the Buyer may currently or in the future offer products or services that compete, either directly or indirectly, with the Milestone Products and may make decisions with respect to such Additional Commitments as products and services that may adversely affect the achievement of one or more of the Additional Credit Closing Date Milestone Events (and each other Borrower hereby consents to such Additional Credit Amendment); (B) certified copies of resolutions including ceasing development of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date, approving the execution, delivery Milestone Products); and performance of the Additional Credit Amendment; and (C) absent a breach by the Buyer of this Agreement, neither the Buyer nor any of its Affiliates shall have any liability whatsoever to any Company Equityholder or any other Person for any claim, loss or damage of any nature that arises out of or relates in any way to any decisions or actions affecting whether or not or the extent to which the Milestone Consideration becomes payable in accordance with this Section 1.15. (viii) The Buyer’s maximum aggregate liability for any and all breaches by the Buyer of its obligations under this Section 1.15 shall be limited to the extent reasonably requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated the Additional Credit Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (ii) to the extent the Additional Credit Amendment provides for Additional Revolving Commitments, the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Additional Credit Amendment and the initial Additional Revolving Loans provided thereby; (iii) there shall have been paid to the Administrative Agent, for the account of the Additional Committing Lenders, all reasonable feesunpaid portion, if any, as may have been separately agreed in writing of any Milestone Consideration. Nothing herein or elsewhere shall constitute a guarantee by the Lead Borrower to be due and payable to Buyer of the Additional Committing Lenders on achievement of any or before the Additional Credit Closing Date; (iv) on or before such Additional Credit Closing Date, the Lead Borrower shall have received all of the confirmations required Milestone Events or the payment of any or all of the Milestone Consideration. Neither the Buyer nor any of its Affiliates or any of its or their respective representatives has made any representation or warranty whatsoever, express or implied, regarding the Milestone Consideration, the Milestone Events or the achievement thereof, and no Person has relied on any projections, estimates, forecasts, business plans or other information provided by the Buyer with respect to any of the foregoing or otherwise. (ix) The right of any Company Equityholder to receive any amounts with respect to Milestone Consideration (A) shall not be evidenced by a certificate or other instrument, (B) shall not be assignable or otherwise transferable by such Company Equityholder, except by will, intestacy, upon death or by operation of Law, or to an Affiliate of such Company Equityholder for no consideration (provided that, as a condition to such transfer, such transferee agrees to be bound by the transfer restrictions set forth herein), and (C) does not represent any right other than the right to receive the consideration set forth in this Section 10.25(a); and1.15. Any attempted transfer of the right to any amounts with respect to Milestone Consideration by any holder thereof (other than as specifically permitted by the immediately preceding sentence) shall be null and void. (x) Notwithstanding any other provision in this Agreement, the Buyer’s obligations to pay any Milestone Consideration hereunder is subject to Section 7.6.

Certain Conditions. The effectiveness To the extent the registration or “takedown” from an effective registration statement involves an underwritten offering, the closing of any Additional Credit Amendment shall, unless otherwise agreed to by the Administrative Agent and each Additional Committing Lender, such underwritten offering shall be subject to conditioned on the satisfaction on the date thereof (each, an “Additional Credit Closing Date”) of each of the following conditions: Tax Opinion and Audit Cooperation Condition (with such condition being expressly provided for the benefit of the Company in the underwriting agreement for such offering). The “Tax Opinion and Audit Cooperation Condition” shall mean that (i) the Administrative Agent HNA and any Holder acting as a “selling stockholder” in such offering shall have received on or prior executed and delivered to the Additional Credit Closing Date each of the followinglaw firm or independent accounting firm engaged to render certain tax opinions related to any such underwritten offering and related transactions (“Tax Advisor”) an officer’s certificate, each dated the applicable Additional Credit Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory acceptable to Tax Advisor (the “HNA Rep Letter”), containing representations necessary for Tax Advisor to deliver to the Administrative Agent: (A) the applicable Additional Credit Amendment executed by each Additional Committing Lender and each Borrower that is Company a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date (and each other Borrower hereby consents to such Additional Credit Amendment); (B) certified copies of resolutions of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date, approving the execution, delivery and performance of the Additional Credit Amendment; and (C) tax opinion acceptable to the extent reasonably requested by Company that will allow the Administrative Agentclosing of such underwritten offering or other transaction (an “Unqualified Opinion”), an opinion of counsel for the Loan Parties dated the Additional Credit Closing Date, addressed and (ii) HNA and any Holder acting as a “selling stockholder” in such offering shall have executed and delivered to the Administrative Agent and the Lenders and Company a letter agreement, in form and substance reasonably satisfactory acceptable to the Administrative Agent; Company (the “Letter Agreement”), related to the correctness of the representations in the HNA Rep Letter and cooperation by HNA and such Holder with any audit, examination, proposed adjustment or inquiry or other proceeding concerning the tax treatment of the Distributions (as defined in the Tax Matters Agreement, dated as of January 2, 2017, by and among the Company, Park Hotels & Resorts Inc., Hilton Grand Vacations Inc. and Hilton Domestic Operating Company Inc. (the “Tax Matters Agreement”)). Prior to the pricing of any underwritten public offering, HNA and such Holder shall (i) cause to be executed and delivered into escrow the HNA Rep Letter and the Letter Agreement, (ii) instruct the HNA designees (as defined in the MAOA) to make such changes (and only such changes) to such HNA Rep Letter and Letter Agreement delivered into escrow, prior to the extent closing of the Additional Credit Amendment provides offering, as are required to incorporate pricing- and closing-related information related to the offering required for Additional Revolving Commitments, Tax Advisor to deliver an Unqualified Opinion to the conditions precedent set forth in Section 4.02 shall have been satisfied both before Company and after giving effect to such Additional Credit Amendment and the initial Additional Revolving Loans provided thereby; (iii) there shall have been paid to the Administrative Agent, provide for the account automatic release of such HNA Rep Letter and Letter Agreement from escrow to Tax Advisor and the Additional Committing LendersCompany, all reasonable feesrespectively, if any, as may have been separately agreed in writing by on the Lead Borrower to be due and payable to the Additional Committing Lenders on or before the Additional Credit Closing Date; (iv) on or before such Additional Credit Closing Date, the Lead Borrower shall have received all of the confirmations required by Section 10.25(a); andclosing date.”

Certain Conditions. The effectiveness of any Additional Credit Amendment shallIPO shall be conditioned upon, unless otherwise agreed to by among other things, the Administrative Agent and each Additional Committing Lender, be subject to the satisfaction on the date thereof (each, an “Additional Credit Closing Date”) of each of the following conditionsfollowing: a. Satisfactory completion by Newbridge of its due diligence investigation and analysis of: (i) the Administrative Agent shall have received Company’s arrangements with its officers, directors, employees, affiliates, customers and suppliers, (ii) the audited historical financial statements of the Company as may be required by the Act and rules and regulations of the Commission thereunder for inclusion in the Registration Statement, and (iii) the Company’s projected financial results and projections for the fiscal years ending December 31, 2009 and 2010; b. The execution by the Company and Newbridge of a definitive Underwriting Agreement containing all applicable terms and conditions provided for in this Agreement; c. The Company meeting the criteria necessary for inclusion of the Common Stock on the NASDAQ Global or Global Select Market or the NASDAQ Capital Market or NYSE, AMEX or the OTC Bulletin Board and agreeing to use its commercially reasonable efforts to maintain such listing (if applicable) for a period of at least three (3) years after the IPO Closing; d. The Company’s registration of the Common Stock under the provisions of Section 12(b) or (g), as applicable, of the Securities Exchange Act of 1934, as amended, on or prior to the Additional Credit Closing Date each effective date of the followingIPO; e. The Company retaining an independent certified public accounting firm reasonably acceptable to Newbridge, each dated which will have responsibility for the applicable Additional Credit Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Additional Credit Amendment executed by each Additional Committing Lender and each Borrower that is a borrower with respect to such Additional Commitments as preparation of the Additional Credit Closing Date (and each other Borrower hereby consents to such Additional Credit Amendment); (B) certified copies of resolutions of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date, approving the execution, delivery and performance of the Additional Credit Amendment; and (C) to the extent reasonably requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated the Additional Credit Closing Date, addressed to the Administrative Agent financial statements and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (ii) to the extent the Additional Credit Amendment provides for Additional Revolving Commitments, the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Additional Credit Amendment and the initial Additional Revolving Loans provided thereby; (iii) there shall have been paid to the Administrative Agent, for the account of the Additional Committing Lenders, all reasonable feesfinancial exhibits, if any, as may have been separately agreed in writing by the Lead Borrower to be due and payable included in the Registration Statement. Newbridge consents to the Additional Committing Lenders on or before the Additional Credit Closing Dateretention of Ernst & Young; (iv) on or before such Additional Credit Closing Date, f. The Company retaining a financial printer reasonably acceptable to Newbridge to handle the Lead Borrower shall have received all printing and related aspects of the confirmations required by Section 10.25(aIPO; g. The Company retaining a transfer agent for the Company’s Common Stock reasonably acceptable to Newbridge and agreeing to continue to retain such transfer agent for a period of three years after the IPO Closing. Newbridge consents to the retention of Corporate Stock Transfer and/or Capita Depository (provided that it can provide services in the United States); h. The Company engaging a financial public relations firm reasonably acceptable to Newbridge, which firm shall be experienced in assisting issuers in public offerings of securities and in their relations with their security holders, and agreeing to continue to retain such firm or another firm reasonably acceptable to Newbridge for a period of no less than one (1) years after the IPO Closing. Newbridge consents to the retention of Citigate-Global Consulting Group and DeFacto IRPR; and i. The Company registering with the Corporation Records Service (including annual report information) published by Standard & Poor’s Corporation and covenanting to maintain such registration for a period of three (3) years from the IPO Closing.

Certain Conditions. The effectiveness To the extent the registration or “takedown” from an effective registration statement involves an underwritten offering, the closing of any Additional Credit Amendment shall, unless otherwise agreed to by the Administrative Agent and each Additional Committing Lender, such underwritten offering shall be subject to conditioned on the satisfaction on the date thereof (each, an “Additional Credit Closing Date”) of each of the following conditions: Tax Opinion and Audit Cooperation Condition (with such condition being expressly provided for the benefit of the Company in the underwriting agreement for such offering). The “Tax Opinion and Audit Cooperation Condition” shall mean that (i) the Administrative Agent HNA and any Holder acting as a “selling stockholder” in such offering shall have received on or prior executed and delivered to the Additional Credit Closing Date each law firm engaged to render certain tax opinions related to any such underwritten offering and related transactions (“Tax Counsel”) an officer’s certificate, in form and substance acceptable to Tax Counsel (the “HNA Rep Letter”), containing representations necessary for Tax Counsel to deliver to Hilton Worldwide Holdings Inc. (“Hilton”) a tax opinion acceptable to Hilton that will allow the closing of such underwritten offering or other transaction (an “Unqualified Opinion”), (ii) HNA and any Holder acting as a “selling stockholder” in such offering shall have executed and delivered to Hilton a letter agreement, in form and substance acceptable to Hilton (the “Letter Agreement”), related to the correctness of the followingrepresentations in the HNA Rep Letter and cooperation by HNA and such Holder with any audit, each examination, proposed adjustment or inquiry or other proceeding concerning the tax treatment of the Distribution (as defined in the Tax Matters Agreement, dated as of January 2, 2017, by and among Hilton, the applicable Additional Credit Closing Date unless otherwise indicated or agreed Company, Park Hotels & Resorts Inc. and Hilton Domestic Operating Company Inc. (the “Tax Matters Agreement”)) and (iii) the Company shall have caused Tax Counsel to by the Administrative Agent and each provide an Unqualified Opinion to Hilton that Hilton has acknowledged in writing is in form and substance reasonably satisfactory acceptable to Hilton. Prior to the Administrative Agent: pricing of any underwritten public offering, HNA and such Holder shall (Ai) cause to be executed and delivered into escrow the applicable Additional Credit Amendment executed by each Additional Committing Lender and each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date (and each other Borrower hereby consents to such Additional Credit Amendment); (B) certified copies of resolutions of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date, approving the execution, delivery and performance of the Additional Credit Amendment; and (C) to the extent reasonably requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated the Additional Credit Closing Date, addressed to the Administrative Agent HNA Rep Letter and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; Letter Agreement, (ii) instruct the HNA designees (as defined in the MAOA) to make such changes (and only such changes) to such HNA Rep Letter and Letter Agreement delivered into escrow, prior to the extent closing of the Additional Credit Amendment provides offering, as are required to incorporate pricing- and closing-related information related to the offering required for Additional Revolving Commitments, the conditions precedent set forth in Section 4.02 shall have been satisfied both before Tax Counsel to deliver an Unqualified Opinion to Hilton and after giving effect to such Additional Credit Amendment and the initial Additional Revolving Loans provided thereby; (iii) there shall have been paid to the Administrative Agent, provide for the account automatic release of such HNA Rep Letter and Letter Agreement from escrow to Tax Counsel and Hilton, respectively, on the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing by the Lead Borrower to be due and payable to the Additional Committing Lenders on or before the Additional Credit Closing Date; (iv) on or before such Additional Credit Closing Date, the Lead Borrower shall have received all of the confirmations required by Section 10.25(a); andclosing date.”

Certain Conditions. The effectiveness of any Additional Credit Amendment shall, unless otherwise agreed to Unless waived by the Administrative Agent and each Additional Committing Lenderparties in writing in their sole discretion, be all obligations of the parties hereunder are subject to the satisfaction on fulfillment, prior to or at the date thereof (eachClosing, an “Additional Credit Closing Date”) of each of the following conditions: (i) A. Registration Statement and Proxy Statement/Prospectus. The Acquiring Fund will file a registration statement on Form N-14 with the Administrative Agent Commission under the 1933 Act in order to register the Acquiring Fund Shares to be issued hereunder. Such registration statement in the form in which it shall have received on or become effective and, in the event any post-effective amendment thereto becomes effective prior to the Additional Credit Closing Date each of the following, each dated the applicable Additional Credit Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Additional Credit Amendment executed by each Additional Committing Lender and each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date (and each other Borrower hereby consents to such Additional Credit Amendment); (B) certified copies of resolutions of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date, approving such registration statement as amended, is referred to herein as the execution, delivery and performance of “Registration Statement.” The Acquired Fund will file a preliminary proxy statement with the Additional Credit Amendment; and (C) to Commission under the extent reasonably requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated the Additional Credit Closing Date, addressed to the Administrative Agent 1940 Act and the Lenders 1933 Act, relating to this Agreement and the transactions herein contemplated, in the form of a combined proxy Statement and substance reasonably satisfactory prospectus and related statement of additional information included in the Registration Statement. The combined proxy Statement and prospectus and related statement of additional information that is first filed pursuant to Rule 497(b) under the Administrative Agent; (ii) 1933 Act is referred to herein as the extent “Proxy Statement/Prospectus.” The Acquiring Fund and the Additional Credit Amendment provides for Additional Revolving Commitments, Acquired Fund each will exert reasonable efforts to cause the conditions precedent set forth Registration Statement to become effective under the 1933 Act as soon as practical and agree to cooperate in Section 4.02 such efforts. The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been satisfied both before and after giving effect issued and, to such Additional Credit Amendment and the initial Additional Revolving Loans provided thereby; (iii) there knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been paid instituted or be pending, threatened, or contemplated under the 1933 Act. Upon effectiveness of the Registration Statement, the Acquired Fund will cause the Proxy Statement/Prospectus to be delivered to the Administrative Agent, for the account shareholders of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing Acquired Fund entitled to vote on the transactions contemplated by the Lead Borrower to be due and payable this Agreement at least 20 days prior to the Additional Committing Lenders on or before the Additional Credit Closing Date; (iv) on or before such Additional Credit Closing Date, the Lead Borrower shall have received all date of the confirmations required by Section 10.25(a); andmeeting of shareholders called to act upon such transactions.

Certain Conditions. The effectiveness Borrower may request, and the Lenders shall be required to make Advances pursuant to Section 2.1.1, for the purpose of any Additional Credit Amendment shallmaking an Acquisition of a Real Property (a) that, unless otherwise agreed to once acquired, qualifies as an Unencumbered Asset (including the previous approval by the Administrative Required Lenders pursuant to subsection (vii) of the definition of "Unencumbered Asset"), and (b) without inclusion of which in the Unencumbered Pool, the Borrower would not be in compliance with Section 7.4 giving effect to such Advances, if, in addition to the other conditions set forth in this Agreement (including Section 4.2), all of the following conditions shall be satisfied as of the Funding Date: 4.3.1.1. The Borrower shall be in compliance with Section 7.4 giving effect to the Acquisition and the funding of the Advances; 4.3.1.2. The Borrower shall have previously delivered to the Agent and the Lenders the information required to be delivered to them under the definition of "Unencumbered Asset" as to each Additional Committing LenderReal Property constituting, be subject or part of, such Acquisition, and such Real Property shall have been approved as eligible for inclusion in the Unencumbered Pool as contemplated by clause (ii) of such definition; 4.3.1.3. The Borrower shall have delivered to the satisfaction on Agent a separate Notice of Borrowing with respect to that portion of such Advances that could not be made in compliance with Section 7.4 without giving effect to the inclusion of such Real Property in the Unencumbered Pool (such portion being the "Acquisition Advances"); 4.3.1.4. The Borrower shall have delivered to the Agent concurrently with its Notice of Borrowing referred to in Section 4.3.1.3 above, a certificate in the form attached hereto as Exhibit B-4, duly executed by a Senior Officer of the Borrower, describing the proposed Acquisition and any Real Property acquired pursuant thereto, designating such Real Property as an Unencumbered Asset effective upon consummation of the Acquisition, and setting forth the Unencumbered Asset Value of such Real Property as if it were an Unencumbered Asset as of the date of such Notice of Borrowing (the "Pro Forma Unencumbered Asset Value"); 4.3.1.5. All statements set forth in the certificate referred to in 4.3.1.4 above shall be true and correct as of the date thereof (each, an “Additional Credit Closing and the Funding Date”) of each of the following conditions:; (i) the Administrative Agent 4.3.1.6. The Borrower shall have received on or prior provided to the Additional Credit Closing Date each of the following, each dated the applicable Additional Credit Closing Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Additional Credit Amendment executed by each Additional Committing Lender and each Borrower that is a borrower with respect to Lenders such Additional Commitments information as of the Additional Credit Closing Date (and each other Borrower hereby consents to such Additional Credit Amendment); (B) certified copies of resolutions of the Board of Directors of each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date, approving the execution, delivery and performance of the Additional Credit Amendment; and (C) to the extent may be reasonably requested by the Administrative Agent, an opinion of counsel for the Loan Parties dated the Additional Credit Closing Date, addressed to the Administrative Agent and the Lenders in order to verify the terms, timing and method of payment specified in form the contract between a Borrower Party, as purchaser of the Real Property to be acquired, and substance reasonably satisfactory the seller of such property (the "Acquisition Agreement"), or to determine compliance with this Section 4.3.; and 4.3.1.7. No Required Lender shall have notified the Borrower (and, if the notice is given by any Lender, also the other Lenders and the Agent) that it is not satisfied in its discretion that the requested Acquisition Advances are consistent with the terms of the Acquisition Agreement, that such Acquisition Agreement is bona fide, and that the Real Property will qualify as an Unencumbered Asset upon the completion of the Acquisition of such property pursuant to the Administrative Agent; (ii) to terms of the extent Acquisition Agreement. Each borrowing of an Acquisition Advance shall constitute a representation and warranty by the Additional Credit Amendment provides for Additional Revolving Commitments, Borrower as of the Funding Date that the conditions precedent set forth contained in this Section 4.02 shall 4.3.1 have been satisfied both before and after giving effect to such Additional Credit Amendment and the initial Additional Revolving Loans provided thereby; (iii) there shall have been paid to the Administrative Agent, for the account of the Additional Committing Lenders, all reasonable fees, if any, as may have been separately agreed in writing by the Lead Borrower to be due and payable to the Additional Committing Lenders on or before the Additional Credit Closing Date; (iv) on or before such Additional Credit Closing Date, the Lead Borrower shall have received all of the confirmations required by Section 10.25(a); andsatisfied.