Common use of Conditions Precedent to the Effective Date Clause in Contracts

Conditions Precedent to the Effective Date. The occurrence of the Effective Date of the Plan is subject to the following conditions precedent: (a) the Bankruptcy Court shall have entered the Confirmation Order acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement) and such Confirmation Order shall have become a Final Order; (b) the conditions to closing set forth in section 10.1 of the Investment Agreement shall have been satisfied or waived in accordance with the terms thereof, and such Investment Agreement shall be in full force and effect; (c) there shall be no existing default under the Plan Support and Lock-Up Agreement, which default would permit the Requisite Consenting Lenders to terminate the Plan Support and Lock-Up Agreement (notwithstanding any cure periods), the Plan Support and Lock-Up Agreement shall not have been terminated in accordance with the terms thereof, and such Plan Support and Lock-Up Agreement shall be in full force and effect; (d) the Definitive Documents, including all documentation related thereto, shall be in substance consistent with the Exit Term Loan Term Sheet, and acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement), and shall be executed by all parties thereto; (e) the Debtors shall have received all authorizations, consents, regulatory approvals, rulings, no-action letters, opinions or documents necessary to implement the Plan and that are required by law, regulation, or order; and (f) the amended and restated certificate of incorporation for Reorganized LodgeNet Interactive shall have been filed with the Secretary of State of the State of Delaware.

Conditions Precedent to the Effective Date. The occurrence of the Effective Date of the Plan is shall be subject to the following satisfaction of certain conditions precedent: precedent customary in transactions of the type described herein (athe “Conditions Precedent”), including, without limitation, the following: All definitive documentation for the Restructuring shall have been executed and remain in full force and effect, which definitive documentation shall satisfy the consents set forth in the Restructuring Support Agreement. All requisite filings with governmental authorities and third parties shall have become effective, and all such governmental authorities and third parties shall have approved or consented to the Restructuring, to the extent required. The order of the Bankruptcy Court confirming the Plan under section 1129 of the Bankruptcy Code (the “Confirmation Order”) shall have become a final and non-appealable order, which shall not have been stayed, reversed, vacated, amended, supplemented or otherwise modified, unless waived by the Debtors and the Requisite Consenting Lenders. Each Existing Severance Amendment shall have either been (i) amended in form and substance acceptable in all respects to the Requisite Consenting Lenders on terms and conditions that are acceptable in all respects to the Requisite Consenting Lenders (and which provides severance within the first year after a change of control of 12 months and thereafter of no more than 12 months, unless in each case otherwise agreed by the Requisite Consenting Lenders and the respective Certain Officer) or (ii) if not amended in accordance with clause (i), rejected by the Debtors (without any amendment, supplement or modification thereto) and the Bankruptcy Court shall have entered the Confirmation Order an order approving such rejection in form and substance acceptable to the Debtors, Purchaser Representative (Requisite Consenting Lenders. The Debtors shall have reached resolution with each holder of Property-Level Debt or a guarantee claim related thereto that is in accordance with Purchaser Representative’s consent rights form and substance acceptable to the Requisite Consenting Lenders. Any additional Conditions Precedent to the Effective Date as set forth in the Investment Restructuring Support Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement) and such Confirmation Order shall have become a Final Order; (b) the conditions to closing set forth in section 10.1 of the Investment Agreement shall have been satisfied or waived in accordance with the terms thereof, and such Investment Agreement shall be in full force and effect; (c) there shall be no existing default under the Plan Support and Lock-Up Agreement, which default would permit the Requisite Consenting Lenders to terminate the Plan Support and Lock-Up Agreement (notwithstanding any cure periods), the Plan Support and Lock-Up Agreement shall not have been terminated in accordance with the terms thereof, and such Plan Support and Lock-Up Agreement shall be in full force and effect; (d) the Definitive Documents, including all documentation related thereto, shall be in substance consistent with the Exit Term Loan Term Sheet, and acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement), and shall be executed by all parties thereto; (e) the Debtors shall have received all authorizations, consents, regulatory approvals, rulings, no-action letters, opinions or documents necessary to implement the Plan and that are required by law, regulation, or order; and (f) the amended and restated certificate of incorporation for Reorganized LodgeNet Interactive shall have been filed with the Secretary of State of the State of Delaware.

Conditions Precedent to the Effective Date. The occurrence of It shall be a condition to the Effective Date of the Plan is subject to that the following conditions precedentshall have been satisfied or waived pursuant to Article IX.B of the Plan: (a) the 1. The Bankruptcy Court shall have entered the Confirmation Order in form and substance consistent in all respects with the Restructuring Support Agreement and otherwise be in form and substance reasonably acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) Company Parties and the Requisite Required Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in Stakeholders, and the Plan Support and Lock-Up Agreement) and such Confirmation Order shall have be a Final Order; provided, that notwithstanding anything to the contrary herein, the determination to not consummate the Plan after the expiration of the applicable period to file an appeal solely on the basis that the Confirmation Order has not become a Final OrderOrder after the applicable appeals period has elapsed due to a pending appeal shall require the unanimous written consent of all Consenting Stakeholders represented by Akin Gump; and provided, further, that in the event that the Effective Date of the Plan does not occur solely as a result of the Confirmation Order not being a Final Order after the applicable period has elapsed due to a pending appeal, the Backstop Commitment Parties shall not be entitled to receive the Put Option Equity Premium until and unless the Plan, including the Rights Offering, is consummated, and the Put Option Cash Premium received by the Backstop Commitment Parties in connection with execution of the Backstop Commitment Agreement shall be returned to the Debtors in accordance therewith; (b) 2. The Plan, the conditions Definitive Documents, and all documents contained in any Plan supplement, including any exhibits, schedules, amendments, modifications or supplements thereto, shall have been executed and/or filed, in form and substance consistent in all respects with the Restructuring Support Agreement and otherwise reasonably acceptable to closing set forth the Company Parties and the Required Consenting Stakeholders and shall not have been modified in section 10.1 a manner inconsistent with the Restructuring Support Agreement; 3. The Exit Facility Documents shall have been duly executed and delivered by all of the Investment Agreement Entities that are parties thereto and all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the effectiveness of the Exit Facility shall have been satisfied or duly waived in writing; 4. The Backstop Commitment Agreement and the Restructuring Support Agreement shall remain in full force and effect, all conditions shall have been satisfied thereunder, and there shall be no breach that would give rise to a right to terminate the Backstop Commitment Agreement or the Restructuring Support Agreement for which notice has been given in accordance with the terms thereofthereof (including by the requisite parties thereunder), or such notice could have been given to the extent such notice is not permitted due to the commencement of the Chapter 11 cases and such Investment Agreement shall be in full force and effectthe related automatic stay; (c) there 5. No court of competent jurisdiction or other competent governmental or regulatory authority shall be no existing default under the Plan Support have issued a final and Locknon-Up Agreementappealable order making illegal or otherwise restricting, which default would permit the Requisite Consenting Lenders to terminate the Plan Support and Lock-Up Agreement (notwithstanding any cure periods)preventing or prohibiting, in a material respect, the Plan consummation of the Plan, the Restructuring, the Restructuring Support and Lock-Up Agreement shall not have been terminated in accordance with or any of the terms thereof, and such Plan Support and Lock-Up Agreement shall be in full force and effectDefinitive Documents contemplated thereby; (d) the Definitive Documents, including all documentation related thereto, shall be in substance consistent with the Exit Term Loan Term Sheet, and acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement), and shall be executed by all parties thereto; (e) the 6. The Debtors shall have received obtained all material authorizations, consents, regulatory approvals, rulings, no-action letters, opinions or documents that are necessary to implement and effectuate the Plan Restructuring Transactions; 7. The Debtors shall have paid all Consenting Stakeholder Fees and that are required Expenses; 8. All Allowed Professional Fee Claims shall have been paid in full or amounts sufficient to pay such Allowed Professional Fee Claims after the Effective Date shall have been placed in the Professional Fee Escrow Account pending approval of the Professional Fee Claims by lawthe Bankruptcy Court; 9. Immediately after the consummation of the Restructuring, regulationthe Company shall have at least $25 million unrestricted cash, or ordernet of all fees, expenses, and any other payments contemplated in connection with the consummation of the Restructuring Transactions, without taking into account the proceeds of the Rights Offering; 10. The Debtors shall have implemented the Restructuring Transactions in a manner consistent in all material respects with the Restructuring Support Agreement (subject to the consent rights of the Parties set forth therein); and (f) the amended and restated certificate of incorporation for Reorganized LodgeNet Interactive 11. All Allowed DIP Claims shall have been filed paid in full in accordance with the Secretary of State of the State of Delawareterms hereof.

Conditions Precedent to the Effective Date. The occurrence obligation of the Lender Group (or any member thereof) to make the initial Loans under the Credit Agreement on the Effective Date of the Plan (or otherwise to extend any credit provided for hereunder), is subject to the following fulfillment, to the satisfaction of Agent, of each of the conditions precedentprecedent set forth below: (a) the Bankruptcy Court Agent shall have entered received this Agreement and each other Loan Document, duly executed by the Confirmation Order acceptable Borrower and each other party thereto, in form and substance satisfactory to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement) and such Confirmation Order shall have become a Final Order; (b) the conditions to closing set forth in section 10.1 of the Investment Agreement shall have been satisfied or waived in accordance with the terms thereofAgent, and each such Investment Agreement Loan Document shall be in full force and effect; (b) Agent shall have received a certificate from the Secretary of Borrower attesting to the resolutions of Xxxxxxxx’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which Xxxxxxxx is a party and authorizing specific officers of Borrower to execute the same; (c) there Agent shall be no existing default under have received results of Uniform Commercial Code, tax, judgment and intellectual property lien searches or other evidence reasonably satisfactory to the Plan Support Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Borrower and Lock-Up Agreementits Subsidiaries, except for Permitted Liens and Liens for which default would permit termination statements and releases or subordination agreements satisfactory to the Requisite Consenting Lenders Agent are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to terminate the Plan Support Agent for the delivery of such termination statements and Lock-Up Agreement (notwithstanding any cure periods), the Plan Support and Lock-Up Agreement shall not releases have been terminated in accordance with the terms thereof, and such Plan Support and Lock-Up Agreement shall be in full force and effectmade; (d) Agent shall have received the Definitive Documentsinitial Budget including a detailed budget setting forth the Professional Fees and Expenses estimated to be incurred by Borrower, including all documentation related thereto, shall be in each case in form and substance consistent with the Exit Term Loan Term Sheet, and acceptable reasonably satisfactory to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement), and shall be executed by all parties theretoAgent; (e) the Debtors Agent shall have received evidence that the Interim Borrowing Order (which shall include a grant of adequate protection for the Pre-Petition Obligations) has been obtained and is in full force and effect and has not been reversed, stayed or modified. (f) The Borrower shall forward complete and accurate so-called "bid packages" to nationally recognized retail inventory liquidation firms, nationally recognized liquidators of fixed assets, and nationally recognized real estate and lease disposition companies with respect to the Initial Closing. (g) Borrower shall have paid all authorizations, consents, regulatory approvals, rulings, no-action letters, opinions or documents necessary to implement documented and invoiced Lender Group Expenses incurred in connection with the Plan and that are required transactions evidenced by law, regulation, or orderthis Agreement; and (fh) all other documents and legal matters in connection with the amended and restated certificate of incorporation for Reorganized LodgeNet Interactive transactions contemplated by this Agreement shall have been filed with the Secretary of State of the State of Delawaredelivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent.

Conditions Precedent to the Effective Date. The occurrence of A. Conditions Precedent to the Effective Date of the Plan is subject The following are conditions precedent to the following conditions precedent: (a) the Bankruptcy Court shall have entered the Confirmation Order acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement) and such Confirmation Order shall have become a Final Order; (b) the conditions to closing set forth in section 10.1 of the Investment Agreement shall have been Effective Date that must be satisfied or waived in accordance with pursuant to the terms thereof, and such Investment provisions of Article VIII.B hereof: 1. The Transaction Support Agreement shall be in full force and effect; (c) there shall be , no existing default termination event or event that would give rise to a termination event under the Plan Transaction Support Agreement upon the expiration of any applicable grace period shall have occurred and Lock-Up Agreementremain occurring, which default would permit and the Requisite Consenting Lenders to terminate the Plan Transaction Support and Lock-Up Agreement (notwithstanding any cure periods), the Plan Support and Lock-Up Agreement shall not have been validly terminated before the Effective Date. 2. The Bankruptcy Court shall have entered the Final DIP/Cash Collateral Order on a final basis. 3. The final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein shall have been filed in a manner consistent in all material respects with the Transaction Support Agreement, the Transaction Term Sheet, the ABL/FILO Exit Commitment Letters, and this Plan and in form and substance reasonably acceptable to the ABL Facility Agent, FILO Term Loan Agent, FILO Lenders, and Required DIP Lenders. 4. No Termination Declaration shall be in effect, subject to any applicable Remedies Determination (each as defined in the Interim DIP/Cash Collateral Order). 5. The Bankruptcy Court shall have entered the Combined Order, which shall be in form and substance consistent in all material respects with the Transaction Term Sheet and the Transaction Support Agreement and shall: a. authorize the Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, indentures, and other agreements or documents created in connection with this Plan; b. be in form and substance reasonably acceptable to the ABL Facility Agent, FILO Term Loan Agent, FILO Lenders, and Required DIP Lenders; c. authorize the assumption, assumption and assignment, and/or rejection of the Executory Contracts and Unexpired Leases by the Debtors as contemplated in this Plan and the Plan Supplement; d. decree that the provisions in the Combined Order and this Plan are nonseverable and mutually dependent; e. authorize the Debtors to: (i) implement the Restructuring Transactions; (ii) distribute the New Equity Interests pursuant to the exemption from registration under the Securities Act provided by section 1145 of the Bankruptcy Code or other exemption from such registration or pursuant to one or more registration statements; (iii) make all distributions and issuances as required under this Plan consistent with the Transaction Term Sheet, including the New Equity Interests; and (iv) enter into any agreements, transactions, and sales of property as contemplated by this Plan and the Plan Supplement, including the Management Incentive Plan; f. authorize the implementation of this Plan in accordance with its terms; and g. provide that, pursuant to section 1146 of the Bankruptcy Code, the assignment or surrender of any lease or sublease, and the delivery of any deed or other instrument or transfer order, in furtherance of, or in connection with this Plan, including any deeds, bills of sale, or assignments executed in connection with any disposition or transfer of assets contemplated under this Plan, shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax. 6. Each document or agreement constituting the applicable Definitive Documents shall have been executed and/or effectuated, shall be in form and substance consistent with the Transaction Support Agreement or the ABL/FILO Exit Commitment Letters, as applicable, including the consent rights provided therein, and any conditions precedent related thereto or contained therein shall have been satisfied before or contemporaneously with the occurrence of the Effective Date or otherwise waived in accordance with the terms thereof, and such Plan Support and Lock-Up Agreement shall be in full force and effect; (d) of the applicable Definitive Documents, including all documentation related thereto, shall be in substance consistent with the Exit Term Loan Term Sheet, and acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement), and shall be executed by all parties thereto;. (e) the 7. The Debtors shall have received obtained all authorizations, consents, regulatory approvals, rulings, no-action letters, opinions or documents that are necessary to implement and effectuate the Plan Restructuring Transactions, and all applicable regulatory or government imposed waiting periods shall have expired or been terminated. 8. All governmental and third-party approvals and consents that are required by law, regulation, or order; and (f) may be necessary in connection with the amended and restated certificate of incorporation for Reorganized LodgeNet Interactive Restructuring Transactions shall have been filed obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on the Restructuring Transactions. 9. No court of competent jurisdiction or other competent governmental or regulatory authority shall have issued any order making illegal or otherwise restricting, limiting, preventing, or prohibiting the consummation of any of the Restructuring Transactions. 10. The Debtors shall have paid in full all professional fees and expenses of the Retained Professionals that require the Bankruptcy Court’s approval or amounts sufficient to pay such fees and expenses after the Effective Date shall have been placed in Professional Fee Escrow Account pending the Bankruptcy Court’s approval of such fees and expenses. 11. The Restructuring Fees and Expenses shall have been paid in full (subject to any order of the Bankruptcy Court). 12. The restructuring to be implemented on the Effective Date shall be consistent with this Plan, the Transaction Support Agreement, and the ABL/FILO Exit Commitment Letters. 13. Such other conditions precedent to the Effective Date that are customary and otherwise requested by the Required Consenting Term Lenders and the Required DIP Lenders and agreed to by the Debtors, the ABL Facility Agent, the FILO Term Loan Agent, and the FILO Lenders (such agreement not to be unreasonably withheld). 14. There shall not have been instituted or threatened or be pending any material action, proceeding, application, claim, counterclaim, or investigation (whether formal or informal) (or there shall not have been any material adverse development to any action, application, claim, counterclaim, or proceeding currently instituted, threatened, or pending) before or by any court, governmental, regulatory or administrative agency or instrumentality, domestic or foreign, or by any other person, domestic or foreign, in connection with the Secretary of State Restructuring Transactions that, in the reasonable judgment of the State Debtors and the Required Consenting Stakeholders would prohibit, prevent, or restrict consummation of Delawarethe Restructuring Transactions in a materially adverse manner. Following the satisfaction or waiver of the foregoing, concurrently with or immediately following effectiveness of this Plan on the Effective Date: 1. The Existing Equity Interests shall have been canceled and the New Equity Interests shall have been issued by Reorganized Parent. 2. All Exit Facilities and all other financing agreements and arrangements contemplated hereunder, as applicable, shall be or have been, as applicable, funded and closed and be in full force and effect. 3. The Releases set forth in this Plan shall be in full force and effect. 4. The Debtors shall have paid in full to the relevant Parties all payments and fees provided for in the Transaction Support Agreement, the Transaction Term Sheet, and applicable Definitive Documents that are payable on, before, or in connection with the occurrence of the Effective Date. The Reorganized Debtors shall complete the termination of registration of all Securities under sections 13 and 15(d) of the Exchange Act such that the Reorganized Debtors shall be a private company as soon as reasonably practicable after the Effective Date.

Conditions Precedent to the Effective Date. The occurrence of It shall be a condition to the Effective Date of the Plan is subject to that the following conditions precedent: (a) the Bankruptcy Court shall have entered the Confirmation Order acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement) and such Confirmation Order shall have become a Final Order; (b) the conditions to closing set forth in section 10.1 of the Investment Agreement shall have been satisfied or waived pursuant to the provisions of Article IX.C hereof: the Confirmation Order shall (a) have been entered in a form and substance satisfactory to the Debtors and reasonably satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders; provided, however, that to the extent such provision will affect the nature, value, or form of the recovery to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, it shall be satisfactory to such Holders and (b) have become a final non-appealable order confirming the Plan; the Plan confirmed shall be in form and substance materially consistent with the draft Plan filed as Exhibit B to the Restructuring and Support Agreement and any amendments thereto shall be reasonably satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders; provided, however, that to the extent such provision will affect the nature, value, or form of the recovery to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, it shall be satisfactory to such Holders; the opinions of counsel shall have been provided and be reasonably satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders; the corporate resolutions and other required documents shall be executed and be reasonably satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders; closing certificates shall have been provided and be reasonably satisfactory to the Ad Hoc 8.625% Noteholder and the JPMorgan Noteholders; the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein shall have been Filed; all actions, documents, Certificates, and agreements necessary to implement the Plan, including documents contained in the Plan Supplement, shall have been effected or executed and delivered, as the case may be, to the required parties and, to the extent required, Filed with the applicable Governmental Units in accordance with the terms thereof, and such Investment Agreement shall be in full force and effect; (c) there shall be no existing default under the Plan Support and Lock-Up Agreement, which default would permit the Requisite Consenting Lenders to terminate the Plan Support and Lock-Up Agreement (notwithstanding any cure periods), the Plan Support and Lock-Up Agreement shall not have been terminated in accordance with the terms thereof, and such Plan Support and Lock-Up Agreement shall be in full force and effect; (d) the Definitive Documents, including all documentation related thereto, shall be in substance consistent with the Exit Term Loan Term Sheet, and acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement), and shall be executed by all parties thereto; (e) the Debtors shall have received applicable laws; all authorizations, consents, regulatory approvals, rulings, no-action letters, opinions or documents that are necessary to implement and effectuate the Plan and that are required by law, regulation, or order; and (f) the amended and restated certificate of incorporation for Reorganized LodgeNet Interactive shall have been filed with received; and the Secretary of State of Debtors shall have entered into the State of DelawareNew ABL Facility, New Senior Secured Notes Indenture, New Senior Unsecured Notes Indenture, Registration Rights Agreement, and Shareholders Agreement.

Conditions Precedent to the Effective Date. The It shall be a condition to the occurrence of the Effective Date of the Plan is subject to that the following conditions precedentshall have been satisfied or waived pursuant to the provisions of Article IX.B hereof: (a) 1. the Bankruptcy Court Plan Support Agreement shall not have entered been terminated as to all the Consenting Stakeholders and remains in full force and effect as to the Consenting Stakeholders that remain party thereto; 2. the Plan, the Confirmation Order, the Disclosure Statement, and the Disclosure Statement Order must be, in form and substance, reasonably acceptable to the DebtorsRequired Consenting Revolver Lenders, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth the Exit Facility Agent, and the Required Ad Hoc Term Loan Lender Group and any provision in the Investment Agreement) Plan, the Confirmation Order, the Disclosure Statement, and the Requisite Disclosure Statement Order directly affecting the Consenting Lenders Senior Noteholders or the Noteholder Group or implementing the Settlement (in accordance with Requisite Consenting Lenders’ consent rights set forth as defined in the Plan Support and Lock-Up Agreement) must be, in form and such substance, reasonably acceptable to the Required Consenting Senior Noteholders; 3. the Plan, the Confirmation Order, the Disclosure Statement, and the Disclosure Statement Order must be, in form and substance, acceptable to the DIP Secured Parties; 4. all documents necessary to consummate this Plan shall have become a Final Order; been executed and delivered, and any conditions (b) other than the conditions to closing set forth in section 10.1 occurrence of the Investment Agreement Effective Date or certification by the Debtors that the Effective Date has occurred) contained therein shall have been satisfied or waived in accordance therewith; 5. the Disclosure Statement Order and the Confirmation Order shall have been entered, consistent in all material respects with the terms thereofPlan Support Agreement, and such Investment Agreement orders (a) shall be not have been vacated or stayed, (b) shall not have been modified or amended in full force a manner inconsistent with the Plan Support Agreement, and effect; (c) shall have become Final Orders; 6. the Bankruptcy Court shall have entered the DIP Orders and the DIP Orders shall not have been vacated, stayed, revised, modified, or amended in any manner without the prior written consent of the DIP Agent and, to the extent set forth in the DIP Orders, the Credit Agreement Agent, and there shall be no default or event of default existing default under the Plan Support and Lock-Up Agreement, which default would permit DIP Credit Agreement or the Requisite Consenting Lenders to terminate DIP Orders; 7. the Plan Support and Lock-Up Agreement (notwithstanding any cure periods), the Plan Support and Lock-Up Agreement shall not have been terminated in accordance with the terms thereof, and such Plan Support and Lock-Up Agreement Amended Management Employment Agreements shall be in full force and effectassumed; (d) the Definitive Documents, including all documentation related thereto, shall be in substance consistent with the Exit Term Loan Term Sheet, and acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement), and shall be executed by all parties thereto; (e) 8. the Debtors shall have received obtained all authorizations, consents, regulatory approvals, rulings, no-action letters, opinions or documents that are necessary to implement and effectuate the Plan; 9. the Professional Fee Escrow Account shall have been established and funded with the Professional Fee Amount; 10. the Exit Facilities, in form and substance materially consistent with the Plan Support Agreement and that are required Exit Facility Term Sheet, shall have been consummated (with all conditions precedent thereto having been satisfied or waived); 11. the New Preferred Stock and the New Common Stock, in form and substance materially consistent with the Plan Support Agreement, New Preferred Equity Documentation, and New Preferred Equity Term Sheet, shall have been issued and the Senior Notes Claim Cash shall have been paid; 12. all accrued and unpaid reasonable and documented fees and expenses of the Consenting Stakeholders (including any advisors thereto) in connection with the Restructuring Transactions shall have been paid in accordance with the terms and conditions set forth in the Plan Support Agreement, the DIP Orders, the DIP Credit Agreement, and the Credit Agreement, as applicable; 13. the final version of the schedules, documents, and exhibits contained in the Plan Supplement, and all other schedules, documents, supplements and exhibits to the Plan, shall be consistent with the Plan Support Agreement in all material respects and otherwise approved by lawthe parties to the Plan Support Agreement consistent with their respective consent and approval rights as set forth therein; 14. the Debtors shall have conducted a good faith analysis of, regulationand produced a written report in form and substance reasonably acceptable to the Required Consenting Revolver Lenders and the DIP Agent regarding, the Executory Contracts or orderUnexpired Leases, including the Cure costs associated therewith, and such written report shall have been delivered to the Required Consenting Revolver Lenders and the DIP Agent; 15. any and all requisite governmental, regulatory, and third‑party approvals and consents shall have been obtained; and (f) 16. the amended and restated certificate of incorporation for Reorganized LodgeNet Interactive Debtors shall have been filed implemented the Restructuring Transactions and all transactions contemplated herein in a manner consistent in all respects with the Secretary of State of Plan Support Agreement, the State of DelawarePlan, and the Plan Supplement.

Conditions Precedent to the Effective Date. The occurrence of It shall be a condition to the Effective Date of the Plan is subject to that the following conditions precedent: (a) the Bankruptcy Court shall have entered the Confirmation Order acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement) and such Confirmation Order shall have become a Final Order; (b) the conditions to closing set forth in section 10.1 of the Investment Agreement shall have been satisfied or waived pursuant to Article IX.B of this Plan: a. the Disclosure Statement Order and Confirmation Order shall have been entered by the Bankruptcy Court, each of which shall be in form and substance reasonably satisfactory to the Required Parties, and such orders shall have become Final Orders that have not been stayed, modified, or vacated on appeal; b. the Debtors shall not be in default under the DIP Facility or the Final DIP Order (or, to the extent that the Debtors are in default on the proposed Effective Date, such default shall have been waived by the DIP Lenders or cured by the Debtors in a manner consistent with the DIP Facility and the DIP Orders); c. the Plan and the Plan Supplement, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made thereto, shall have been Filed in a manner consistent in all respects with the Restructuring Support Agreement and otherwise reasonably acceptable to the Required Parties and any modifications made after the Confirmation Date but prior to the Effective Date shall have been made in accordance with Article X.A of this Plan; d. all conditions precedent to the issuance of the New Interests, other than any conditions related to the occurrence of the Effective Date, shall have occurred and the New Interests shall have been issued; e. the Exit Financing Documents shall have been executed and delivered by all of the Entities that are parties thereto, all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation of the Exit Financing shall have been waived or satisfied in accordance with the terms thereof, and the closing of the Exit Financing shall have occurred, in each case, prior to or substantially contemporaneous with the Effective Date; f. the New Organizational Documents shall have been duly filed with the applicable authorities in the relevant jurisdictions; g. all governmental and material third party approvals and consents, including the Bankruptcy Court approval, necessary in connection with the Restructuring Transactions shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on such Investment transactions; h. the Restructuring Support Agreement shall not have validly terminated as to all parties thereto and shall be in full force and effecteffect and shall not be the subject of a pending motion to reject, and the Debtors shall be in compliance therewith; i. with respect to all documents and agreements necessary to implement the Plan: (c1) all conditions precedent to such documents and agreements (other than any conditions precedent related to the occurrence of the Effective Date) shall have been satisfied or waived pursuant to the terms of such documents or agreements; (2) such documents and agreements shall have been tendered for delivery to the required parties and been approved by any required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; and (3) such documents and agreements shall have been effected or executed; j. there shall be no existing default under ruling, judgment or order issued by any Governmental Unit making illegal, enjoining, or otherwise preventing or prohibiting the Plan Support and Lock-Up Agreementconsummation of the Restructuring Transactions, which default unless such ruling, judgment or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; k. there shall be no material litigation or investigation by any Governmental Unit involving the Debtors as of the Effective Date that has had, or would permit reasonably be expected to have, a Material Adverse Effect on the Requisite Consenting Lenders to terminate business, financial condition or results of operations of the Plan Support and Lock-Up Agreement (notwithstanding any cure periods)Reorganized Debtors, taken as a whole; l. the Plan Support and Lock-Up Agreement Professional Fee Escrow Account shall not have been terminated in accordance established and funded with the terms thereof, and such Plan Support and Lock-Up Agreement shall be in full force and effect;Professional Fee Amount; and (d) the Definitive Documents, including all documentation related thereto, shall be in substance consistent with the Exit Term Loan Term Sheet, and acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement), and shall be executed by all parties thereto; (e) m. the Debtors shall have received otherwise substantially consummated the applicable Restructuring Transactions, and all authorizationstransactions contemplated herein, consents, regulatory approvals, rulings, no-action letters, opinions or documents necessary to implement the Plan and that are required by law, regulation, or order; and (f) the amended and restated certificate of incorporation for Reorganized LodgeNet Interactive shall have been filed in a manner consistent in all respects with the Secretary of State of the State of DelawareRestructuring Support Agreement and Plan.

Conditions Precedent to the Effective Date. The It shall be a condition to Consummation of the Plan that the following conditions shall have been satisfied or occur in conjunction with the occurrence of the Effective Date (or shall be waived pursuant to Article IX.B): 1. the Bankruptcy Court shall have entered the Disclosure Statement Order and approved the Rights Offering Procedures, solicitation procedures, and other materials related to the Plan, in form and substance consistent with the Plan Support Agreement and the Equity Commitment Documents and otherwise reasonably acceptable to the Debtors and the Plan Sponsors; 2. the Bankruptcy Court shall have entered the ECA Approval Order, which order shall not have been stayed pending appeal, in form and substance consistent with the Equity Commitment Documents and otherwise reasonably acceptable to the Plan Sponsors; 3. the Equity Commitment Documents shall have been executed and delivered by each Entity party thereto and shall remain in full force and effect, all conditions shall have been satisfied thereunder or waived by the parties to the Equity Commitment Agreement, and there shall be no breach that would give rise to the right to terminate the Equity Commitment Agreement for which notice has been given in accordance with the terms thereof, and, contemporaneously with the occurrence of the Plan is subject Effective Date, the Debtors shall have issued the Reorganized Hertz Parent Common Interests and Preferred Stock to the following conditions precedent:Equity Commitment Parties; (a) 4. the Bankruptcy Court shall have entered the Confirmation Order Order, in form and substance materially consistent with the Plan and otherwise reasonably acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) Debtors and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in Plan Sponsors and such order shall not have been stayed pending appeal; 5. the Plan Support and Lock-Up Agreement) and such Confirmation Order shall have become a Final Order; (b) the conditions to closing set forth in section 10.1 of the Investment Agreement shall have been satisfied or waived in accordance with the terms thereof, and such Investment Agreement shall be in full force and effecteffect with respect to the Debtors and the Plan Sponsors; (c) there 6. the Definitive Documents shall be no existing default under contain terms and conditions consistent in all material respects with the Plan, the Equity Commitment Documents, and the Plan Support Agreement or otherwise acceptable to the Debtors and Lock-Up Agreement, which default would permit the Requisite Consenting Lenders to terminate the Plan Support Sponsors; 7. each of the Equity Commitment Parties, or its respective affiliates or related funds, (or their replacements consistent with the terms of the Equity Commitment Documents) shall have purchased its respective allocation of the Preferred Stock and Lock-Up Agreement (notwithstanding any cure periods)Reorganized Hertz Parent Common Interests consistent with the terms of the Equity Commitment Documents; 8. the Rights Offering, conducted in accordance with the Plan Support and Lock-Up Agreement Rights Offering Procedures, shall not have been terminated consummated; 9. the Equity Commitment Parties shall have purchased the Unsubscribed Shares, if any; 10. the Professional Fee Escrow shall have been established and funded in Cash in accordance with Article II.E.3; 11. the Transaction Expenses, then known or submitted to the Debtors shall have been paid in full in Cash through and including the Effective Date; 12. the Debtors shall have caused HVF II to pay the then-outstanding HVF II Obligations in full in Cash in the sequence set forth in the HVF II Refinancing Steps Document; 13. the HVF III Documents shall have been executed and delivered by each Entity party thereto and shall be effective; 14. the conditions precedent to the entry into the HVF III Documents shall have been satisfied, waived, or shall be contemporaneously with the occurrence of the Effective Date; 15. the Exit Facility Documents shall have been executed and delivered by each Entity party thereto and shall be effective; 16. the conditions precedent to entry into the New Reorganized Corporate Debt shall have been satisfied, waived, or shall be satisfied contemporaneously with the occurrence of the Effective Date; 17. the Debtors shall have obtained the Tail D&O Policy; 18. the Debtors shall have designated a portion of the New Money Investment to be used for the purpose of paying all obligations under the HIL Facility in full in Cash in accordance with the terms thereof, and such Plan Support and Lock-Up Agreement shall be in full force and effect; (d) the Definitive Documents, including all documentation related thereto, shall be in substance consistent with the Exit Term Loan Term Sheet, and acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement), and shall be executed by all parties thereto; (e) the Debtors shall have received all authorizations, consents, regulatory approvals, rulings, no-action letters, opinions or documents necessary to implement the Plan and that are required by law, regulation, or order; and (f) 19. all conditions precedent to the amended issuance of the Reorganized Hertz Parent Common Interests and restated certificate Preferred Stock, other than any conditions related to the occurrence of incorporation for Reorganized LodgeNet Interactive the Effective Date, shall have been filed with the Secretary of State of the State of Delawareoccurred.

Conditions Precedent to the Effective Date. The occurrence of It shall be a condition to the Effective Date of the Plan is subject to that the following conditions precedentshall have been satisfied or waived pursuant to the provisions of Article IX.B hereof: (a) 1. the Restructuring Support Agreement shall not have been terminated and shall be in full force and effect and there shall be no breach or other event that would give rise to a right to terminate the Restructuring Support Agreement as to all parties thereto for which notice has been given in accordance with the terms thereof; 2. the Bankruptcy Court shall have entered the Cash Collateral Orders; 3. the Bankruptcy Court shall have entered the Confirmation Order acceptable to Order, in form and substance consistent with the Debtors, Purchaser Representative Restructuring Support Agreement (in accordance with Purchaser Representative’s including the consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement) and such Confirmation Order therein), which shall have become be a Final Order; 4. each Restructuring Document shall have been executed (bor deemed executed) or Filed, as applicable, in form and substance consistent with the Restructuring Support Agreement and the Plan, and shall not have been modified in a manner inconsistent therewith, and all conditions precedent (other than any conditions related to closing set forth in section 10.1 the occurrence of the Investment Agreement Effective Date) to the effectiveness of the Restructuring Documents shall have been satisfied or duly waived in writing in accordance with the terms thereofof the applicable Restructuring Document; 5. all actions, documents, and such Investment Agreement agreements necessary to implement and consummate the Plan shall have been effected and executed (or deemed executed); 6. the New Common Stock shall have been issued; 7. the New Warrants shall have been issued in accordance with the New Warrant Agreement. 8. the Takeback Exit Documents shall have been duly executed and delivered by all of the Entities that are parties thereto (provided that Holders of Allowed First Lien Senior Secured Notes Claims and Holders of Allowed Second Lien Term Loan Claims shall be in full force deemed to be parties to the Takeback Exit Documents without the requirement to deliver signature pages thereto) and effect; all conditions precedent (cother than any conditions related to the occurrence of the Effective Date) there to the effectiveness of the Takeback Exit Facility shall be no existing default under the Plan Support and Lock-Up Agreement, which default would permit the Requisite Consenting Lenders to terminate the Plan Support and Lock-Up Agreement (notwithstanding any cure periods), the Plan Support and Lock-Up Agreement shall not have been terminated satisfied or duly waived in writing in accordance with the terms thereofof the Takeback Exit Documents and the closing of the Takeback Exit Facility shall have occurred; 9. the New RCF Documents, as applicable, shall have been duly executed and such Plan Support delivered by all of the Entities that are parties thereto and Lock-Up Agreement all conditions precedent (other than any conditions related to the Effective Date) to the effectiveness of the New RCF shall have been satisfied or duly waived and the closing of the New RCF shall have occurred. 10. all undrawn Existing Letters of Credit shall be in full force and effectcash collateralized, to the extent not already cash collateralized; (d) the Definitive Documents, including all documentation related thereto, shall be in substance consistent with the Exit Term Loan Term Sheet, and acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement), and shall be executed by all parties thereto; (e) 11. the Debtors shall have received obtained all authorizations, consents, regulatory approvals, rulings, no-action letters, opinions or documents that are necessary to implement and effectuate the Plan and the Restructuring Transactions; 12. all fees and expenses of retained professionals that are required by law, regulation, require the Bankruptcy Court’s approval shall have been paid in full or orderamounts sufficient to pay such fees and expenses after the Effective Date shall have been placed in the Professional Escrow Account pending the Bankruptcy Court’s approval of such fees and expenses; and (f) 13. all fees, expenses, and other amounts payable to the amended Consenting Stakeholders pursuant to the Restructuring Support Agreement and restated certificate of incorporation for Reorganized LodgeNet Interactive the Agents pursuant to the Cash Collateral Orders and the Plan, including, without limitation, the Restructuring Expenses, shall have been filed with the Secretary of State of the State of Delawarepaid in full.

Conditions Precedent to the Effective Date. The occurrence of It shall be a condition to the Effective Date of the Plan is subject to that the following conditions precedent: (a) the Bankruptcy Court shall have entered the Confirmation Order acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement) and such Confirmation Order shall have become a Final Order; (b) the conditions to closing set forth in section 10.1 of the Investment Agreement shall have been satisfied or waived pursuant to the provisions of Article IX.C: 1. the Confirmation Order shall, among other things, (a) have been duly entered and be a Final Order confirming the Plan for each of the Debtors, and (b) include a finding by the Bankruptcy Court that the issuance of the Step-Up Senior Notes, the Equity Tender Offer, the New Capital Contribution, the Equity Subscription Rights, and any related transactions will be authorized and exempt from registration under applicable securities law pursuant to section 1145 of the Bankruptcy Code; 2. the Equity Tender Offer shall have been consummated; 3. simultaneously with the Effective Date, the New Capital Contribution shall have been consummated in an amount not less than required under the Recapitalization Agreement; 4. each of the Collateral Documents shall have been executed and the security interests created thereby shall be valid; 5. no Governmental Authority shall have issued any ruling or order enjoining the Consummation in a way that cannot be reasonably remedied by the Debtors or the Reorganized Debtors in a manner that is (a) reasonably satisfactory to the Requisite Consenting Senior Noteholders and (b) satisfactory to the Purchasers; 6. all necessary consents, approvals and actions of, filings with and notices to any governmental or regulatory authority necessary to permit the Debtors to consummate the Plan shall have been duly obtained, made or given and shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any governmental or regulatory authority necessary for the consummation of the Plan shall have occurred; 7. any amendments, modifications, or supplements to the Plan (including the Plan Supplement), including pursuant to Article XII.K, if any, shall be (a) in form and substance reasonably acceptable to the Requisite Consenting Senior Noteholders and (b) in form and substance acceptable to the Purchasers; 8. the Step-Up Senior Notes Indenture shall be consistent with the Description of Step-Up Senior Notes in all respects and shall otherwise be in form and substance reasonably acceptable to the Requisite Consenting Senior Noteholders and the Purchasers; 9. the Collateral Documents shall be in form and substance reasonably acceptable to the Requisite Consenting Senior Noteholders and the Purchasers; provided, however, that the mortgages on the assets and properties owned by the Debtors shall be consistent in all material respects with the mortgages related to the Indenture; 10. all actions, documents, certificates, and agreements necessary to implement this Plan shall have been effected or executed and delivered to the required Entities and, to the extent required, Filed with the applicable Governmental Authorities in accordance with applicable laws; and 11. the terms thereof, and such Investment Recapitalization Agreement shall be in full force and effect; (c) there shall be no existing default under the Plan Support effect and Lock-Up Agreement, which default would permit the Requisite Consenting Lenders to terminate the Plan Support and Lock-Up Agreement (notwithstanding any cure periods), the Plan Support and Lock-Up Agreement shall not have been terminated in accordance with the terms thereof, and such Plan Support and Lock-Up Agreement shall be in full force and effect; (d) the Definitive Documents, including all documentation related thereto, shall be in substance consistent with the Exit Term Loan Term Sheet, and acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement), and shall be executed by all parties thereto; (e) the Debtors shall have received all authorizations, consents, regulatory approvals, rulings, no-action letters, opinions or documents necessary to implement the Plan and that are required by law, regulation, or order; and (f) the amended and restated certificate of incorporation for Reorganized LodgeNet Interactive shall have been filed with the Secretary of State of the State of Delawareterminated.