Common use of Conditions to the Escrow Release Date Clause in Contracts

Conditions to the Escrow Release Date. The occurrence of the Escrow Release Date and the release of the proceeds of the Loans from the Escrow Account to the Borrower pursuant to Section 2.42.4 and the Escrow Agreement on the Escrow Release Date is subject to the satisfaction of the following conditions precedent: (a) delivery by the Borrower to the Escrow Agent and the Administrative Agent of an Officer’s Certificate certifying that, prior to or concurrently with the release of funds from the Escrow Account, each of the following: (i) the Confirmation Order shall not be stayed and shall be in full force and effect; (ii) neither the Plan of Reorganization nor the Confirmation Order shall have been amended or modified or any condition contained therein waived, in each case following the Effective Date, in any manner materially adverse to the Lenders; provided that this condition shall be deemed to be satisfied with respect to the Confirmation Order if the proposed Escrow Release Date occurs not less than three Business Days after the entry of the Confirmation Order by the Bankruptcy Court, unless (i) within such three Business Day period, the Required Lenders notify the Borrower and the Administrative Agent, or the Administrative Agent in its sole discretion notifies the Borrower, that any such amendments, modifications or waivers with respect to the Confirmation Order since the Effective Date is materially adverse to the Lenders and (ii) the Borrower shall not have obtained the written consent of the Administrative Agent and the Required Lenders to such amendments, modifications or waivers; (iii) all conditions precedent to the effectiveness of the Plan of Reorganization (other than the receipt by the Borrower of the net proceeds from the Loans) shall have been, or substantially concurrently with the release of the funds held in the Escrow Account, will be, satisfied or waived (to the extent such waiver is not materially adverse to the Lenders); (iv) the Borrower and the Utility shall be in compliance in all material respects with the Confirmation Order; (v) all documents necessary to implement the Plan of Reorganization and the financing and distributions contemplated thereunder shall have been executed; (vi) (A)(A) the transactions as described and defined in the Plan of Reorganization to occur upon the Effective Date (as defined in the Plan of Reorganization) shall have been consummated, or substantially concurrently with the release of the funds held in the Escrow Account will be consummated, including the following: (I) the Borrower shall have consummated, or shall consummate substantially concurrently with the release of the funds held in the Escrow Account, one or more public or private offerings (including rights offerings) or private placements of common stock of the Borrower (including securities exercisable for, exchangeable or convertible into, or purchase contracts to acquire, common stock of the Borrower), for aggregate gross proceeds of at least $9,000,000,000; (II) the Borrower shall have entered into, or shall enter into substantially concurrently with the release of the funds held in the Escrow Account, the Revolving Credit Agreement, and shall have borrowed, or shall borrow substantially concurrently with the release of the funds held in the Escrow Account, pursuant to the issuance of the Pari Passu Notes, an aggregate gross amount equal to $4,750,000,000 less the face amount of the Loans; and (III) the Utility (1) shall have entered into, or shall enter into substantially concurrently with the release of the funds held in the Escrow Account, the Utility Credit Agreements, and shall have borrowed, or shall borrow substantially concurrently with the release of the funds held in the Escrow Account, certain amounts pursuant to the Utility Credit Agreements, and (2) shall have consummated, or shall consummate substantially concurrently with the release of the funds held in the Escrow Account, one or more public or private offerings of Utility First Mortgage Bonds, in an aggregate principal amount, together with the aggregate gross amount of borrowings pursuant to clause (1), equal to $11,925,000,000; and

Conditions to the Escrow Release Date. The occurrence of the Escrow Release Date and the release of the proceeds of the Loans from the Escrow Account to the Borrower pursuant to Section 2.42.4 2.4 and the Escrow Agreement on the Escrow Release Date is subject to the satisfaction of the following conditions precedent: (a) delivery by the Borrower to the Escrow Agent and the Administrative Agent of an Officer’s Certificate certifying that, prior to or concurrently with the release of funds from the Escrow Account, each of the following: (i) the Confirmation Order shall not be stayed and shall be in full force and effect; (ii) neither the Plan of Reorganization nor the Confirmation Order shall have been amended or modified or any condition contained therein waived, in each case following the Effective Date, in any manner materially adverse to the Lenders; provided that this condition shall be deemed to be satisfied with respect to the Confirmation Order if the proposed Escrow Release Date occurs not less than three Business Days after the entry of the Confirmation Order by the Bankruptcy Court, unless (i) within such three Business Day period, the Required Lenders notify the Borrower and the Administrative Agent, or the Administrative Agent in its sole discretion notifies the Borrower, that any such amendments, modifications or waivers with respect to the Confirmation Order since the Effective Date is materially adverse to the Lenders and (ii) the Borrower shall not have obtained the written consent of the Administrative Agent and the Required Lenders to such amendments, modifications or waivers; (iii) all conditions precedent to the effectiveness of the Plan of Reorganization (other than the receipt by the Borrower of the net proceeds from the Loans) shall have been, or substantially concurrently with the release of the funds held in the Escrow Account, will be, satisfied or waived (to the extent such waiver is not materially adverse to the Lenders); (iv) the Borrower and the Utility shall be in compliance in all material respects with the Confirmation Order; (v) all documents necessary to implement the Plan of Reorganization and the financing and distributions contemplated thereunder shall have been executed; (vi) (A)(AA) the transactions as described and defined in the Plan of Reorganization to occur upon the Effective Date (as defined in the Plan of Reorganization) shall have been consummated, or substantially concurrently with the release of the funds held in the Escrow Account will be consummated, including the following: (I) the Borrower shall have consummated, or shall consummate substantially concurrently with the release of the funds held in the Escrow Account, one or more public or private offerings (including rights offerings) or private placements of common stock of the Borrower (including securities exercisable for, exchangeable or convertible into, or purchase contracts to acquire, common stock of the Borrower), for aggregate gross proceeds of at least $9,000,000,000; (II) the Borrower shall have entered into, or shall enter into substantially concurrently with the release of the funds held in the Escrow Account, the Revolving Credit Agreement, and shall have borrowed, or shall borrow substantially concurrently with the release of the funds held in the Escrow Account, pursuant to the issuance of the Pari Passu Notes, an aggregate gross amount equal to $4,750,000,000 less the face amount of the Loans; and (III) the Utility (1) shall have entered into, or shall enter into substantially concurrently with the release of the funds held in the Escrow Account, the Utility Credit Agreements, and shall have borrowed, or shall borrow substantially concurrently with the release of the funds held in the Escrow Account, certain amounts pursuant to the Utility Credit Agreements, and (2) shall have consummated, or shall consummate substantially concurrently with the release of the funds held in the Escrow Account, one or more public or private offerings of Utility First Mortgage Bonds, in an aggregate principal amount, together with the aggregate gross amount of borrowings pursuant to clause (1), equal to $11,925,000,000; and

Conditions to the Escrow Release Date. The occurrence of the Escrow Release Date and the release of the proceeds of the Loans from the Escrow Account to the Borrower pursuant to Section 2.42.4 2.4 and the Escrow Agreement on the Escrow Release Date is subject to the satisfaction of the following conditions precedent: (a) delivery by the Borrower to the Escrow Agent and the Administrative Agent of an Officer’s Certificate certifying that, prior to or concurrently with the release of funds from the Escrow Account, each of the following: (i) the Confirmation Order shall not be stayed and shall be in full force and effect; (ii) neither the Plan of Reorganization nor the Confirmation Order shall have been amended or modified or any condition contained therein waived, in each case following the Effective Date, in any manner materially adverse to the Lenders; provided that this condition shall be deemed to be satisfied with respect to the Confirmation Order if the proposed Escrow Release Date occurs not less than three Business Days after the entry of the Confirmation Order by the Bankruptcy Court, unless (i) within such three Business Day period, the Required Lenders notify the Borrower and the Administrative Agent, or the Administrative Agent in its sole discretion notifies the Borrower, that any such amendments, modifications or waivers with respect to the Confirmation Order since the Effective Date is materially adverse to the Lenders and (ii) the Borrower shall not have obtained the written consent of the Administrative Agent and the Required Lenders to such amendments, modifications or waivers; (iii) all conditions precedent to the effectiveness of the Plan of Reorganization (other than the receipt by the Borrower of the net proceeds from the Loans) shall have been, or substantially concurrently with the release of the funds held in the Escrow Account, will be, satisfied or waived (to the extent such waiver is not materially adverse to the Lenders); (iv) the Borrower and the Utility shall be in compliance in all material respects with the Confirmation Order;; lxxi (v) all documents necessary to implement the Plan of Reorganization and the financing and distributions contemplated thereunder shall have been executed; (vi) (A)(AA) the transactions as described and defined in the Plan of Reorganization to occur upon the Effective Date (as defined in the Plan of Reorganization) shall have been consummated, or substantially concurrently with the release of the funds held in the Escrow Account will be consummated, including the following: (I) the Borrower shall have consummated, or shall consummate substantially concurrently with the release of the funds held in the Escrow Account, one or more public or private offerings (including rights offerings) or private placements of common stock of the Borrower (including securities exercisable for, exchangeable or convertible into, or purchase contracts to acquire, common stock of the Borrower), for aggregate gross proceeds of at least $9,000,000,000; (II) the Borrower shall have entered into, or shall enter into substantially concurrently with the release of the funds held in the Escrow Account, the Revolving Credit Agreement, and shall have borrowed, or shall borrow substantially concurrently with the release of the funds held in the Escrow Account, pursuant to the issuance of the Pari Passu Notes, an aggregate gross amount equal to $4,750,000,000 less the face amount of the Loans; and (III) the Utility (1) shall have entered into, or shall enter into substantially concurrently with the release of the funds held in the Escrow Account, the Utility Credit Agreements, and shall have borrowed, or shall borrow substantially concurrently with the release of the funds held in the Escrow Account, certain amounts pursuant to the Utility Credit Agreements, and (2) shall have consummated, or shall consummate substantially concurrently with the release of the funds held in the Escrow Account, one or more public or private offerings of Utility First Mortgage Bonds, in an aggregate principal amount, together with the aggregate gross amount of borrowings pursuant to clause (1), equal to $11,925,000,000; and

Conditions to the Escrow Release Date. The occurrence of Escrow Funds shall be released by the Escrow Release Date and the release of the proceeds of the Loans from the Escrow Account Collateral Agent to the Borrower pursuant to Section 2.42.4 and as of the Escrow Agreement on first date (the “Escrow Release Date is subject to the satisfaction Date”) when each of the following conditions precedent:(the “Escrow Release Conditions”) shall have been satisfied (or will be satisfied substantially concurrently with such release): (a) delivery by the Borrower to the Escrow Agent and the Administrative Agent of an Officer’s Certificate certifying that, prior to or concurrently with the release of funds from the Escrow Account, each of the following: (i) the Confirmation Order shall not be stayed and ResCap Acquisition shall be in full force and effect; (ii) neither the Plan of Reorganization nor the Confirmation Order shall have been amended or modified or any condition contained therein waived, in each case following the Effective Date, in any manner materially adverse to the Lenders; provided that this condition shall be deemed to be satisfied with respect to the Confirmation Order if the proposed Escrow Release Date occurs not less than three Business Days after the entry of the Confirmation Order by the Bankruptcy Court, unless (i) within such three Business Day period, the Required Lenders notify the Borrower and the Administrative Agent, or the Administrative Agent in its sole discretion notifies the Borrower, that any such amendments, modifications or waivers with respect to the Confirmation Order since the Effective Date is materially adverse to the Lenders and (ii) the Borrower shall not have obtained the written consent of the Administrative Agent and the Required Lenders to such amendments, modifications or waivers; (iii) all conditions precedent to the effectiveness of the Plan of Reorganization (other than the receipt by the Borrower of the net proceeds from the Loans) shall have been, or consummated substantially concurrently with the release of the funds held in Escrow Funds and the Escrow Account, will be, satisfied Funds shall be applied to pay a portion of the consideration for the ResCap Acquisition or waived (to the extent such waiver is not materially adverse to the Lenders)fees and expenses in connection therewith; (ivb) the Borrower and Escrow Release Date shall have occurred on or prior to the Utility shall be in compliance in all material respects with the Confirmation OrderEscrow Termination Date; (vc) all documents necessary to implement the Plan no Default or Event of Reorganization and the financing and distributions contemplated thereunder Default shall have been executed; (vi) (A)(A) the transactions as described occurred and defined in the Plan of Reorganization to occur upon the Effective Date (as defined in the Plan of Reorganization) be continuing or shall have been consummated, or substantially concurrently with result from the release of the funds held in Escrow Funds or the Escrow Account will be consummated, including the following: (I) the Borrower shall have consummated, or shall consummate substantially concurrently with the release consummation of the funds held in the Escrow Account, one or more public or private offerings (including rights offerings) or private placements of common stock of the Borrower (including securities exercisable for, exchangeable or convertible into, or purchase contracts to acquire, common stock of the Borrower), for aggregate gross proceeds of at least $9,000,000,000; (II) the Borrower shall have entered into, or shall enter into substantially concurrently with the release of the funds held in the Escrow Account, the Revolving Credit Agreement, and shall have borrowed, or shall borrow substantially concurrently with the release of the funds held in the Escrow Account, pursuant to the issuance of the Pari Passu Notes, an aggregate gross amount equal to $4,750,000,000 less the face amount of the LoansResCap Acquisition; and (IIId) the Utility (1) Administrative Agent shall have entered intoreceived a certificate, or shall enter into substantially concurrently with dated the release Escrow Release Date and signed by an Authorized Officer of the funds held Borrower, confirming that the ResCap Acquisition, to the extent constituting an Investment, is a Permitted Acquisition and the satisfaction of the conditions in clauses (a) through (c) above. The Administrative Agent and the Collateral Agent shall each be entitled to rely on the certificate described in Section 11(d) and are hereby authorized to release the Escrow Account, Funds to the Utility Credit Agreements, and shall have borrowed, or shall borrow substantially concurrently with the release of the funds held in Borrower on the Escrow Account, certain amounts pursuant to the Utility Credit Agreements, and (2) shall have consummated, or shall consummate substantially concurrently with the release Release Date upon receipt of the funds held in the Escrow Account, one or more public or private offerings of Utility First Mortgage Bonds, in an aggregate principal amount, together with the aggregate gross amount of borrowings pursuant to clause (1), equal to $11,925,000,000; andsuch certificate.