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

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of the Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of the following conditions precedent: (a) This Court will have entered the Approval Order; (b) After giving effect to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than the occurrence of the Effective Date) to consummation of the Initial Exchange and the Exchange Offers shall have been satisfied or waived in accordance with the terms thereof; (d) The Rehabilitator, AAC, and AFG will have received from the Internal Revenue Service a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AAC.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of The following are conditions precedent to the Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of the following conditions precedentPlan: (a) This Court will the Plan Supplement, in form and substance acceptable to the Debtors and the Requisite Consenting Creditors (subject to the parties’ rights and obligations under the RSA), and, with regard to certain of the documents in the Plan Supplement, in form and substance acceptable or reasonably acceptable, as applicable, to the Equity Committee (subject to the parties’ rights and obligations under the RSA), shall have entered the Approval Orderbeen Filed; (b) After giving effect the Bankruptcy Court shall have entered the Confirmation Order, which shall be in form and substance acceptable to the transactions contemplated by this PlanDebtors, AAC will the Requisite Consenting Creditors, and the Equity Committee (subject to the parties’ rights and obligations under the RSA) and, solely to the extent it materially affects the Settling Miner Equipment Lenders’ rights or claims, reasonably acceptable to the Settling Miner Equipment Lenders, and such Confirmation Order shall not have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Planbeen reversed, as determined by the Rehabilitator in his sole and absolute discretionstayed, amended, modified, dismissed, vacated or reconsidered; (c) All conditions (other than the occurrence of Bankruptcy Court shall have entered the Effective Date) Backstop Order, in form and substance acceptable to consummation of the Initial Exchange Debtors, the Backstop Parties, the Requisite Consenting Creditors, and the Exchange Offers Equity Committee (subject to the parties’ rights and obligations under the RSA), and such order shall not have been satisfied reversed, stayed, amended, modified, dismissed, vacated, or waived in accordance with the terms thereofreconsidered; (d) The Rehabilitator, AACthe Backstop Commitment Letter shall provide for backstopped commitments of no less than $30,000,000 and shall remain in full force and effect and shall not have been terminated, and AFG will have received from the Internal Revenue Service a ruling, parties thereto shall be in form and substance reasonably satisfactory to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AAC.compliance therewith;

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of ‌ It shall be a condition to the Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of that the following conditions precedent: (a) This Court will have entered the Approval Order; (b) After giving effect to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than the occurrence of the Effective Date) to consummation of the Initial Exchange and the Exchange Offers shall have been satisfied or waived pursuant to Section 9.2 of the Plan: (a) the Confirmation Order shall have been entered and become a Final Order, and such Final Order shall not have been stayed, modified, or vacated on appeal; (b) all respective conditions precedent to the transactions contemplated under the RPSA shall have been waived or satisfied in accordance with the terms thereof; (c) the principal amount of Senior Secured Notes tendered by Non-Qualified Holders prior to the Distribution Record Date is less than $1,800,000; (d) The Rehabilitatorall fees and expenses invoiced at least five (5) Business Days prior to such date by the Ad Hoc Group Advisors shall have been indefeasibly paid in full in Cash in in accordance with the terms of the applicable Ad Hoc Group Advisor Engagement Agreement; (e) Class F is vacant and eliminated under Section 12.4; (f) the Non-Compete Agreements shall have become effective; (g) the RPSA has not been terminated under Section 5 thereof and there is no pending uncured breach or default that, AACwith the passage of time or the giving of notice (or both), could result in such termination or would provide any party or parties with the right to terminate under Section 5 thereof; and (h) this Plan and AFG will have received from all documents and agreements necessary to implement the Internal Revenue Service a rulingPlan, including the New Notes Indenture, the Collateral Documents, the New Corporate Governance Documents and any other agreement or document related to the foregoing or entered into in connection therewith (including documents effectuating affiliate guaranties or asset pledges), shall have: (i) all conditions precedent to such documents and agreements satisfied or waived pursuant to the terms of such documents or agreements; (ii) been tendered for delivery to the required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; (iii) been effected or executed; and (iv) been in form and substance reasonably satisfactory to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Requisite Consenting Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACSecured Noteholders.

Conditions Precedent to the Effective Date. Unless The following are conditions precedent to the Effective Date that must be satisfied or waived in accordance with Article VIII.C hereof: 1. the Bankruptcy Court shall have entered the Confirmation Order and such order shall (A) be in form and substance consistent with the Restructuring Support Agreement and the Restructuring Support Agreement Term Sheet, or otherwise specified hereinacceptable to the Company Parties and Required Consenting Lenders (in consultation with Birch Grove), (B) not have been vacated, and (C) not be subject to a stay pending appeal; 2. each of the applicable Definitive Documents shall (A) have been executed and effectuated and remain in full force and effect, (B) be in form and substance reasonably acceptable to the Debtors and the Required Consenting Lenders (in consultation with Birch Grove), and (C) be consistent with the Restructuring Support Agreement and the Restructuring Support Agreement Term Sheet, and any conditions precedent related thereto or contained therein shall have been satisfied before or contemporaneously with the occurrence of the Effective Date of this Plan is subject to satisfaction or waiver (otherwise waived in accordance with Section 5.3 below) such applicable Definitive Document(s); all governmental and third-party approvals, authorizations, rulings, documents, and consents that may be necessary in connection with the Restructuring and related transactions or Plan Sale Transaction (as applicable), including from the FCC, 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 the Restructuring and related transactions or Plan Sale Transaction (as applicable); no court of competent jurisdiction or other competent governmental or regulatory authority shall have issued a final and non-appealable order making illegal or otherwise restricting, limiting, preventing, or prohibiting the consummation of any Sale Transaction or Restructuring, as applicable, or any related transactions; the Restructuring Support Agreement shall be in full force and effect, no termination event or event that would give rise to a termination event under the Restructuring Support Agreement upon the expiration of the following conditions precedent: (a) This Court will applicable grace period shall have occurred, and the Restructuring Support Agreement shall not have been validly terminated before the Effective Date; in the event of a Restructuring, the relevant Debtors shall have entered into the Approval OrderExit Facility pursuant to documents in form and substance consistent with the Restructuring Support Agreement; the releases and exculpation consistent with the terms of the Restructuring Support Agreement shall have been approved; (bA) After giving effect to all of the transactions contemplated by this Plan, AAC will Prepetition Lenders’ reasonable and documented fees and expenses payable under the Restructuring Support Agreement shall have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, been paid in full as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than the occurrence of the Effective Date, and (B) amounts sufficient to consummation of the Initial Exchange and the Exchange Offers pay Retained Professionals in full shall have been satisfied or waived placed in accordance with the terms thereof; (d) The Rehabilitator, AAC, Professional Fee Escrow Account pending approval of payment of such fees and AFG will have received from the Internal Revenue Service a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated expenses by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACBankruptcy Court.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, This Agreement shall be effective and the occurrence of Parties shall be bound by all its terms and conditions on the date (the “Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 belowDate”) of when the following conditions precedenthave been fully satisfied or waived by the Parties and a written notice to such effect has been jointly signed by them: (a) This Court will Each of the Project Agreements shall have entered been duly signed by the Approval Order;parties thereto, shall be in full force and effect, and all conditions precedent to the effectiveness of each Project Agreement shall have been satisfied. The Company shall have also delivered a true and correct copy of each Project Agreement to the LGU. (b) After giving effect Certified true copies of resolutions adopted by the board of directors of the Company authorizing the signing, delivery, and performance of this Agreement shall have been delivered to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion;LGU. (c) All conditions (other than the occurrence True and correct copies of the Effective Datearticles of incorporation and by-laws (including all amendments thereto) to consummation of the Initial Exchange Company, certified by its corporate secretary and the Exchange Offers SEC, shall have been satisfied or waived in accordance with delivered to the terms thereof;LGU. (d) The RehabilitatorAll Consents that are required to have been obtained in connection with the execution, AACdelivery, exercise of rights, and AFG will commencement of performance of this Agreement shall have received from been obtained and continue to be in full force and effect, including but not limited to, the Internal Revenue Service Consents listed on Schedule H (Consents). (e) A certificate in a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, LGU shall have been issued and AFG, delivered by the Lenders to the LGU confirming that neither the Financing Agreements are in full force and effect and all conditions precedent under the Financing Agreements for the provision of debt financing for the Project have been satisfied. (if) the satisfaction True and complete printed and electronic copies of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated Financial Model certified by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects Lenders as part of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into requirements to satisfy the condition regarding capital and claims-paying resources that are relevant described in Section 2.1(e) shall have been submitted to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, LGU. (g) A certificate in a form and substance, substance reasonably satisfactory to the Rehabilitator LGU shall have been delivered by the Company to the LGU either proving the infusion of or expressing the commitment and undertaking of the Initial Shareholders to contribute the necessary equity into the Project and the Company. (h) A true and complete copy, certified by the corporate secretary of the Company, of the unconditional notice to proceed issued by the Company to the EPC Contractor authorizing and directing the EPC Contractor to start work under the EPC Contract. (i) The Performance Security required from the Company pursuant to Section 5.7 shall have been executed and delivered to the LGU and shall be in full force and effect. (j) Certified true copies of certificates of insurance coverage evidencing compliance with the requirements for insurance needed to be in force as of the Effective Date shall have been delivered to the LGU in line with Section 10.2 and Schedule E (Insurance). (k) The representations and warranties of the Company contained or incorporated herein by reference shall be true and correct in all material respects on and as of the Effective Date and the LGU shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary of the Company. (l) The LGU shall have received a legal opinion from the Company’s external legal counsel, in a form and substance reasonably satisfactory acceptable to AACthe LGU, concerning the due organization and corporate good standing of the Company and the validity and enforceability of each of the Project Agreements. (m) The Company has paid the LGU the amount of [] as reimbursement for the professional fees of the LGU’s Project transaction advisors. (n) No Legal Requirement shall have been enacted, entered, promulgated, or enforced by any Government Authority having jurisdiction over the matter that restrains, prohibits, or declares illegal the consummation of the transactions contemplated in any of the Project Agreements and no action, suit, inquiry, or proceeding shall have been instituted or threatened that seeks to restrain, prohibit, or declare illegal the consummation of the transactions contemplated by any of the Project Agreements. Each Party, through its respective corporate secretary or chief legal officer, shall issue a sworn statement to this effect. (o) Certified true copies of resolutions adopted by the governing board of the LGU authorizing the execution, delivery, and performance of this Agreement shall have been delivered to the Company. (p) The LGU shall have obtained all land rights and rights-of-way in respect of the Site in such form and substance sufficient to build and operate the Facilities and complete the Project, and shall have legal, peaceful and unencumbered use and possession of and access to the Site. (q) The representations and warranties of the LGU contained or incorporated herein by reference shall be true and correct in all material respects on and as of the Effective Date and the Company shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary or chief legal officer of the LGU. (r) The LGU shall submit to the Company a legal opinion from the LGU’s chief legal officer, in a form and substance reasonably acceptable to the Company and the Lenders, concerning the due organization and legal existence of the LGU under the laws of the Philippines and the validity and enforceability of this Agreement.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, This Agreement shall be effective and the occurrence of Parties shall be bound by all its terms and conditions on the date (the “Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 belowDate”) of when the following conditions precedenthave been fully satisfied or waived by the Parties and a written notice to such effect has been jointly signed by them: (a) This Court will Each of the Project Agreements shall have entered been duly signed by the Approval Order;parties thereto, shall be in full force and effect, and all conditions precedent to the effectiveness of each Project Agreement shall have been satisfied. The Company shall have also delivered a true and correct copy of each Project Agreement to the Agency. (b) After giving effect Certified true copies of resolutions adopted by the board of directors of the Company authorizing the signing, delivery, and performance of this Agreement shall have been delivered to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion;Agency. (c) All conditions (other than the occurrence True and correct copies of the Effective Datearticles of incorporation and by-laws (including all amendments thereto) to consummation of the Initial Exchange Company, certified by its corporate secretary and the Exchange Offers SEC, shall have been satisfied or waived in accordance with delivered to the terms thereof;Agency. (d) The RehabilitatorAll Consents that are required to have been obtained in connection with the execution, AACdelivery, exercise of rights, and AFG will commencement of performance of this Agreement shall have received from been obtained and continue to be in full force and effect, including but not limited to, the Internal Revenue Service Consents listed on Schedule G. (e) A certificate in a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, Agency shall have been issued and AFG, delivered by the Lenders to the Agency confirming that neither the Financing Agreements are in full force and effect and all conditions precedent under the Financing Agreements for the provision of debt financing for the Project have been satisfied. (if) the satisfaction True and complete printed and electronic copies of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated Financial Model certified by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects Lenders as part of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into requirements to satisfy the condition regarding capital and claims-paying resources that are relevant described in Section 2.1(e) shall have been submitted to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, Agency. (g) A certificate in a form and substance, substance reasonably satisfactory to the Rehabilitator Agency shall have been delivered by the Company to the Agency either proving the infusion of or expressing the commitment and undertaking of the Initial Shareholders to contribute the necessary equity into the Project and the Company. (h) The Performance Security required from the Company pursuant to Section 5.7 shall have been executed and delivered to the Agency and shall be in full force and effect. (i) Certified true copies of certificates of insurance coverage evidencing compliance with the requirements for insurance needed to be in force as of the Effective Date shall have been delivered to the Agency in line with Section 10.2 and Schedule E (Insurance). (j) The representations and warranties of the Company contained or incorporated herein by reference shall be true and correct in all material respects on and as of the Effective Date and the Agency shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary of the Company. (k) The Agency shall have received a legal opinion from the Company’s external legal counsel, in a form and substance reasonably satisfactory acceptable to AACthe Agency, concerning the due organization and corporate good standing of the Company and the validity and enforceability of each of the Project Agreements. (l) The Company has paid the Agency the amount of [] as reimbursement for the professional fees of the Agency’s Project transaction advisors. (m) No Legal Requirement shall have been enacted, entered, promulgated, or enforced by any Government Authority having jurisdiction over the matter that restrains, prohibits, or declares illegal the consummation of the transactions contemplated in any of the Project Agreements and no action, suit, inquiry, or proceeding shall have been instituted or threatened that seeks to restrain, prohibit, or declare illegal the consummation of the transactions contemplated by any of the Project Agreements. Each Party, through its respective corporate secretary or chief legal officer, shall issue a sworn statement to this effect. (n) Certified true copies of resolutions adopted by the governing board of the Agency authorizing the execution, delivery, and performance of this Agreement shall have been delivered to the Company. (o) The representations and warranties of the Agency contained or incorporated herein by reference shall be true and correct in all material respects on and as of the Effective Date and the Company shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary or chief legal officer of the Agency. (p) The Agency shall submit to the Company a legal opinion from the Agency’s chief legal officer, in a form and substance reasonably acceptable to the Company and the Lenders, concerning the due organization and legal existence of the Agency under the laws of the Philippines and the validity and enforceability of this Agreement.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, This Agreement shall be effective and the occurrence of Parties shall be bound by all its terms and conditions on the date (the “Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 belowDate”) of when the following conditions precedenthave been fully satisfied or waived by the Parties and a written notice to such effect has been jointly signed by them: (a) This Court will Each of the Project Agreements shall have entered been duly signed by the Approval Order;parties thereto, shall be in full force and effect, and all conditions precedent to the effectiveness of each Project Agreement shall have been satisfied. The Company shall have also delivered a true and correct copy of each Project Agreement to the Agency. (b) After giving effect Certified true copies of resolutions adopted by the board of directors of the Company authorizing the signing, delivery, and performance of this Agreement shall have been delivered to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion;Agency. (c) All conditions (other than the occurrence True and correct copies of the Effective Datearticles of incorporation and by-laws (including all amendments thereto) to consummation of the Initial Exchange Company, certified by its corporate secretary and the Exchange Offers SEC, shall have been satisfied or waived in accordance with delivered to the terms thereof;Agency. (d) The RehabilitatorAll Consents that are required to have been obtained in connection with the execution, AACdelivery, exercise of rights, and AFG will commencement of performance of this Agreement shall have received from been obtained and continue to be in full force and effect, including but not limited to, the Internal Revenue Service relevant Consents listed on Schedule M (Consents). (e) A certificate in a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, Agency shall have been issued and AFG, delivered by the Lenders to the Agency confirming that neither the Financing Agreements are in full force and effect and all conditions precedent under the Financing Agreements for the provision of debt financing for the Project have been satisfied. (if) the satisfaction True and complete printed and electronic copies of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated Financial Model certified by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects Lenders as part of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into requirements to satisfy the condition regarding capital and claims-paying resources that are relevant described in Section 2.1(e) (Conditions Precedent to the continued affiliation of AAC with AFG for federal income tax purposes, Effective Date) shall have been submitted to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, Agency. (g) A certificate in a form and substance, substance reasonably satisfactory to the Rehabilitator Agency shall have been delivered by the Company to the Agency either proving the infusion of or expressing the commitment and undertaking of the Initial Shareholders to contribute the necessary equity into the Project and the Company. (h) A true and complete copy, certified by the corporate secretary of the Company, of the unconditional notice to proceed issued by the Company to the EPC Contractor authorizing and directing the EPC Contractor to start work under the EPC Contract. (i) The Performance Security required from the Company pursuant to Section 5.7 (Performance Security) shall have been executed and delivered to the Agency and shall be in full force and effect. (j) Certified true copies of certificates of insurance coverage evidencing compliance with the requirements for insurance needed to be in force as of the Effective Date shall have been delivered to the Agency in line with Section 10.2 (Insurance Certificates) and Schedule N (Insurance). (k) The representations and warranties of the Company contained or incorporated herein by reference shall be true and correct in all material respects on and as of the Effective Date and the Agency shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary of the Company. (l) The Agency shall have received a legal opinion from the Company’s external legal counsel, in a form and substance reasonably satisfactory acceptable to AACthe Agency, concerning the due organization and corporate good standing of the Company and the validity and enforceability of each of the Project Agreements. (m) The Company has paid the Agency the amount of [] as reimbursement for the professional fees of the Agency’s Project transaction advisors. (n) No Legal Requirement shall have been enacted, entered, promulgated, or enforced by any Government Authority having jurisdiction over the matter that restrains, prohibits, or declares illegal the consummation of the transactions contemplated in any of the Project Agreements and no action, suit, inquiry, or proceeding shall have been instituted or threatened that seeks to restrain, prohibit, or declare illegal the consummation of the transactions contemplated by any of the Project Agreements. Each Party, through its respective corporate secretary or chief legal officer, shall issue a sworn statement to this effect. (o) Certified true copies of resolutions adopted by the governing board of the Agency authorizing the execution, delivery, and performance of this Agreement shall have been delivered to the Company. (p) The Agency shall have obtained all land rights and rights-of-way in respect of the Site in such form and substance sufficient to complete the Project and shall have legal, peaceful and unencumbered use and possession of and access to the Site. (q) The Agency shall have obtained from the NWRB a water permit granting it the right to utilize raw water from [indicate raw water source] up to [] liters per second for use in the Project. (r) The representations and warranties of the Agency contained or incorporated herein by reference shall be true and correct in all material respects on and as of the Effective Date and the Company shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary or chief legal officer of the Agency. (s) The Agency shall submit to the Company a legal opinion from the Agency’s chief legal officer, in a form and substance reasonably acceptable to the Company and the Lenders, concerning the due organization and legal existence of the Agency under the laws of the Philippines and the validity and enforceability of this Agreement.

Conditions Precedent to the Effective Date. Unless otherwise specified hereina. The "Effective Date" means and shall be the date as of which the Court enters an orders (i) approving this Agreement, the occurrence authorizing assumption of the Effective Date of this Plan is subject to satisfaction TPAs, as amended, and authorizing that the Pepco Claim be allowed, all as more particularly described in Section 3, and such order does not materially modify or waiver (in accordance with Section 5.3 below) of the following conditions precedent: (a) This Court will have entered the Approval Order; (b) After giving effect to amend the transactions contemplated by this PlanAgreement and the Amendments (the "Approval Order"), AAC will have sufficient capital and claims-paying resources for AAC (ii) authorizing and approving the Make Whole Claim mechanism as more particularly described in Section 5(b), which orders shall be in substance reasonably satisfactory to effectuate Pepco and the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than Mirant Parties. Upon the occurrence of the Effective Date) , the Escrow Agent shall distribute the Amendments as described in Section 1. Prior to consummation the occurrence of the Initial Exchange Effective Date, this Agreement may be terminated as provided in Section 9. b. In the event the Court's Approval Order is reversed or materially modified on appeal by a final, binding, then Pepco shall have an agreed allowed claim (the "Make Whole Claim") against the Mirant Parties. The Make Whole Claim - · shall have administrative priority status pursuant to 11 U.S.C.§§ 503(b) and 507(a)(1); · shall be allowed in an amount equal to (x) the total amount Pepco has paid under the Amendments, less (y) the amount Pepco would have paid under the TPAs if the Amendments had not been executed and the Exchange Offers shall have been satisfied or waived Mirant Parties had performed the TPAs in accordance with their terms; · may be contested by the terms thereof; (d) The Rehabilitator, AAC, and AFG will have received from the Internal Revenue Service a ruling, in form and substance reasonably satisfactory Mirant Parties only as to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction accuracy of the Deferred Amounts pursuant calculation, but not as to this Plan nor its existence or allowability; · does not include, but does not preclude, an assertion by Pepco of any other claim arising on account of such reversal or modification, including without limitation claims arising under the Guarantee Agreements, as to which the Mirant Parties may assert any defenses or objections; · shall not be subject to objection, offset, or reduction for any reason, provided however that the Mirant Parties (iior either of them) shall have the right to offset the Make Whole Claim against any exchange by AAC for Senior Surplus Notes contemplated by amounts the Definitive Documents will be a “designated event” for purposes Mirant Parties (or either of Internal Revenue Service Notice 2004-37; and (ethem) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment are permitted to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACrecover under Section 5(c) below.

Conditions Precedent to the Effective Date. Unless otherwise specified hereinThe obligations of the Lenders to make Advances, the occurrence obligation of the Effective Date Swingline Lender to make Swingline Loans and the obligation of this Plan is subject the LC Bank to satisfaction or waiver (in accordance with Section 5.3 below) issue Letters of Credit hereunder shall not become effective until and shall become effective upon the date on which each of the following conditions precedentis satisfied: (a) This Court will Agreement (including all schedules, exhibits, certificates and opinions delivered pursuant hereto), and each other Loan Document shall have entered been duly executed and delivered by or on behalf of the Approval Order;Borrower and, in the case of this Agreement, by the Lenders. (b) After giving effect to There shall have occurred no material adverse change in the transactions contemplated by this Plancondition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plantaken as a whole, as determined by the Rehabilitator in his sole and absolute discretion;since February 28, 2004. (c) All conditions There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (other than i) could reasonably be expected to result in a material adverse change in the occurrence condition (financial or otherwise) or results of operations or prospects of the Effective DateBorrower and its Subsidiaries, taken as a whole, or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the Initial Exchange and the Exchange Offers shall have been satisfied or waived in accordance with the terms thereof;transactions contemplated hereby. (d) The Rehabilitator, AACAll governmental and third-party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and AFG will no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent that have been billed (including the accrued fees and expenses of counsel to the Agent) and any and all other fees required to be paid on or before the Effective Date. (g) The Agent shall have received from on or before the Internal Revenue Service a rulingEffective Date the following, each dated such date, in form and substance reasonably satisfactory to the Rehabilitator, AAC, Agent and AFG, that neither (except for the Notes) in sufficient copies for each Lender: (i) the satisfaction certified copies of the Deferred Amounts pursuant resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents, and of all documents evidencing other necessary corporate action and government approvals, if any, with respect to this Plan nor Agreement and the other Loan Documents, (ii) any exchange by AAC for Senior Surplus Notes contemplated by a certificate of the Definitive Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the other Loan Documents will and the other documents to be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; anddelivered hereunder, (eiii) AAC will a copy of a certificate of the Secretary of State of the jurisdiction of incorporation of the Borrower (as of a date reasonably near the Effective Date) that (A) attached thereto is a true and correct copy of the Borrower’s charter and each amendment thereto, (B) such amendments are the only amendments to the Borrower’s charter on file in his office, (C) the Borrower has paid all franchise taxes to the date of such certificate and (D) the Borrower is duly incorporated and in good standing under the laws of its jurisdiction of incorporation, (iv) a certificate of the Borrower, signed by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Effective Date, certifying (A) as to the absence of any amendments to the charter of the Borrower since the date of the Secretary of State’s certificate from its jurisdiction of incorporation, (B) that attached is a true and correct copy of the by-laws of the Borrower as in effect on the Effective Date, (C) as to the due incorporation and good standing of the Borrower as a corporation organized under the laws of its jurisdiction of incorporation, and the absence of any proceeding for the dissolution or liquidation of the Borrower, (D) as to the truth and correctness of the representations and warranties contained in Section 4.01 of this Agreement as though made on and as of the Effective Date and (E) as to the absence of any event occurring and continuing, or resulting from the effectiveness of this Agreement or any other Loan Document, if any, that constitutes a Default, (v) a favorable opinion of Xxxxxx & Xxxxxxx, LLP, special counsel for the Borrower, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Agent may reasonably request, (vi) a favorable opinion of Xxxx X. Xxxxxxxxx, Associate General Counsel of the Borrower, substantially in the form of Exhibit E hereto and as to such other matters as any Lender through the Agent may reasonably request, (vii) evidence of the termination of the commitments under the Existing Credit Agreement and the repayment in full of all obligations owing under such agreement, (viii) such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request. (h) The Lenders shall have received opinions from Sidley Austin LLP regarding all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACPatriot Act.