Common use of Consummation of Transactions Clause in Contracts

Consummation of Transactions. (i) The Contra Costa/San Jxxx Purchase shall be consummated prior to or concurrently with the effectiveness of this Amendment in all material respects in accordance with the terms of the McClatchy Purchase Agreement and in material compliance with applicable law and regulatory approvals. The McClatchy Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the McClatchy Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In connection therewith, the Borrower shall contribute the California Assets to the California Partnership (or a Subsidiary thereof). (ii) The purchase of the St. Pxxx/Monterey Assets by the Hearst Corporation shall be consummated prior to or concurrently with the effectiveness of this Amendment in all material respects in accordance with the terms of the Hearst Purchase Agreement and in material compliance with applicable law and regulatory approvals. The Hearst Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Hearst Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In addition, the Borrower shall have entered into the Hearst Investment Agreement with The Hearst Corporation in respect of the St. Pxxx/Monterey Assets, which agreement shall be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of such Hearst Investment Agreement as originally executed and delivered, together with all exhibits and schedules.

Consummation of Transactions. (ia) The Contra Costa/San Jxxx Purchase shall be consummated prior to or concurrently with the effectiveness of this Amendment in all material respects in accordance with the terms of the McClatchy Purchase Agreement and in material compliance with applicable law and regulatory approvals. The McClatchy Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copyevidence reasonably satisfactory to it that all actions necessary to consummate the Refinancing and the other Transactions shall have been consummated in accordance with all applicable law, certified by a Responsible Officer and all Liens securing payment of any Indebtedness to be repaid in connection with the Borrower as true Refinancing have been released and complete, of the McClatchy Purchase Agreement as originally appropriate payoff letters executed and delivered, together with all exhibits and schedules. In connection therewith, the Borrower shall contribute the California Assets to the California Partnership (or a Subsidiary thereof). (ii) The purchase of the St. Pxxx/Monterey Assets by the Hearst Corporation shall be consummated prior to or concurrently with the effectiveness of this Amendment in all material respects in accordance with the terms of the Hearst Purchase Agreement and in material compliance with applicable law and regulatory approvals. The Hearst Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower appropriate payoff letters and all Uniform Commercial Code Form UCC-3 termination statements or other instruments as true and complete, of the Hearst Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In addition, the Borrower may be suitable or appropriate in connection therewith. (b) The Convertible Notes Issuance shall have entered into the Hearst Investment Agreement with The Hearst Corporation in respect of the St. Pxxx/Monterey Assets, which agreement shall be in form been consummated on terms and substance conditions reasonably satisfactory to the Administrative Agent. The Administrative Agent Lead Arrangers, and the Parent shall have received not less than $110,000,000 in gross cash proceeds as a copyresult of such issuance, certified by all of which proceeds shall have been applied towards consummation of the Refinancing. The Lead Arrangers shall be reasonably satisfied with the terms and conditions of all documentation related to the Convertible Notes Issuance, including the Convertible Notes and the Convertible Notes Indenture. (c) In addition to, and not in limitation of, the foregoing, the Lead Arrangers shall be reasonably satisfied with (i) the final structure of the Transactions, including the Refinancing and the Convertible Notes Issuance, (ii) the sources and uses of the proceeds used to effect the Refinancing and to consummate the other Transactions (and the Lead Arrangers shall have received from the Borrower a Responsible Officer detailed statement of sources and uses giving effect to the consummation of the Transactions, reasonably satisfactory to the Lead Arrangers), (iii) the terms and conditions of the documents relating to the consummation of the Transactions and (iv) the corporate and legal structure and the terms and conditions of the capitalization of the Borrower as true and complete, each of such Hearst Investment Agreement as originally executed and delivered, together with all exhibits and schedulesthe Guarantors.

Consummation of Transactions. (i) The Contra Costa/San Jxxx Purchase shall be consummated prior to or concurrently with the effectiveness of this Amendment in all material respects in accordance with the terms (a) Each of the McClatchy Purchase Agreement and in material compliance with applicable law and regulatory approvals. The McClatchy Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the McClatchy Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In connection therewith, the Borrower shall contribute the California Assets to the California Partnership (or a Subsidiary thereof). (ii) The purchase of the St. Pxxx/Monterey Assets by the Hearst Corporation shall be consummated prior to or concurrently with the effectiveness of this Amendment in all material respects in accordance with the terms of the Hearst Purchase Agreement and in material compliance with applicable law and regulatory approvals. The Hearst Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Hearst Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In addition, the Borrower shall have entered into the Hearst Investment Agreement with The Hearst Corporation in respect of the St. Pxxx/Monterey Assets, which agreement Transaction Documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Requisite Lenders and each such Transaction Document shall have been duly executed and delivered by each party thereto and shall be in full force and effect; and (b) all other conditions set forth in the Transaction Documents shall have been satisfied or the fulfillment of any such conditions shall have been waived with the written consent of the Lenders; (ii) The Administrative Agent Equity Contribution shall have been made on terms reasonably acceptable to the Requisite Lenders; (iii) Holdings shall have received a copynot less than $115,000,000 in gross cash proceeds from its borrowings under the Holdings Credit Agreement, certified by a Responsible Officer which proceeds shall be applied to repay in full all amounts due or outstanding in respect of the Borrower as true Bank of Montreal Indebtedness; (iv) All amounts due or outstanding in respect of the Bank of Montreal Indebtedness shall have been (or substantially simultaneously with the closing under the Holdings Credit Agreement shall be) paid in full, all commitments in respect thereof terminated and completeall guarantees thereof and security therefore discharged and released, and the Administrative Agent and the Requisite Lenders shall have received reasonably satisfactory evidence thereof; and (v) After giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Company and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) the Term Loans, (b) Indebtedness under the Revolving Credit Documents, (c) the Senior Secured Notes, (d) Indebtedness of such Hearst Investment Agreement as originally executed Holdings under the Holdings Credit Documents and delivered, together with all exhibits and schedules(e) Indebtedness listed on Schedule 6.1.

Consummation of Transactions. (ia) The Contra Costa/San Jxxx Purchase Agents shall be have received evidence reasonably satisfactory to them that all actions necessary to consummate the Refinancing (including an acknowledgment, reasonably acceptable to the Lead Arrangers, from the holders of the Affiliate Subordinated Debt that no prepayment premium is due and payable) and the other Transactions shall have been consummated prior to or concurrently with the effectiveness of this Amendment in all material respects in accordance with all applicable laws, and all Liens securing payment of any Indebtedness to be repaid in connection with the terms of the McClatchy Purchase Agreement and in material compliance with applicable law and regulatory approvals. The McClatchy Purchase Agreement shall not Refinancing have been alteredreleased and appropriate payoff letters executed and delivered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without and the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower appropriate payoff letters and all UCC Form UCC–3 termination statements or other instruments as true and complete, of the McClatchy Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In may be suitable or appropriate in connection therewith, the Borrower shall contribute the California Assets to the California Partnership (or a Subsidiary thereof). (iib) The purchase of the St. Pxxx/Monterey Assets by the Hearst Corporation 8 5/8% Subordinated Note Issuance shall be consummated prior to or concurrently with the effectiveness of this Amendment in all material respects in accordance with the terms of the Hearst Purchase Agreement and in material compliance with applicable law and regulatory approvals. The Hearst Purchase Agreement shall not have been alteredconsummated on terms and conditions reasonably satisfactory to the Lead Arrangers (including as to subordination provisions and events of default), amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Hearst Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In addition, the Borrower shall have entered into received not less than $300,000,000 in gross cash proceeds as a result of such issuance. The Lead Arrangers shall be reasonably satisfied with the Hearst Investment Agreement terms and conditions of all documentation related to the 8 5/8% Subordinated Noted Issuance, including the 8 5/8% Subordinated Notes and the 8 5/8% Subordinated Note Indenture. (c) In addition to, and not in limitation of, the foregoing, the Lead Arrangers shall be reasonably satisfied with The Hearst Corporation in respect (i) the final structure of the St. Pxxx/Monterey AssetsTransactions, which agreement including the Refinancing and the 8 5/8% Subordinated Note Issuance, (ii) the sources and uses of the proceeds used to effect the Refinancing and to consummate the other Transactions (and the Lead Arrangers shall be in form have received from the Borrower a detailed statement of sources and substance uses giving effect to the consummation of the Transactions, reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have received a copyLead Arrangers), certified by a Responsible Officer (iii) the terms and conditions of the documents relating to the consummation of the Transactions and (iv) the corporate and legal structure and the terms and conditions of the capitalization of the Borrower as true and complete, each of such Hearst Investment Agreement as originally executed and delivered, together with all exhibits and schedulesthe Guarantors.

Consummation of Transactions. (i) The Contra Costa/San Jxxx Purchase Arranger shall have received evidence satisfactory to it that all actions necessary to consummate the transactions contemplated hereby (including the making of the initial Credit Extension on the Closing Date) shall have been taken in accordance with all Legal Requirements. (ii) All Existing Term B Funded Loans shall have been paid in full with the proceeds of the Term B Funded Loans. (iii) The following transactions (the "TRANSACTIONS") shall have been consummated by the Borrowers: (a) at least a majority of the Mortgage Notes shall have been tendered; (b) the Borrowers shall have caused the Mortgage Notes Indenture Trustee to have executed a supplemental indenture to the Mortgage Note Indenture which amends the Mortgage Note Indenture and the Mortgage Notes on terms consistent with the terms set forth in the Tender Offer Documents, including the elimination of most negative covenants; (c) the Borrowers shall have confirmed the completion of the issuance of the LVSC Notes, guaranteed by the Borrowers and the Subsidiary Guarantors in the principal amount of $250.0 million; the net proceeds of which shall be consummated prior contributed to or concurrently with LVSI to be used, in part, for funding of the effectiveness Tender and Call; (d) the Borrowers shall have contributed approximately $327.3 million as common equity to LVSI, which in turn will be used for the funding of this Amendment in all material respects the Equity Clawback; (e) the Borrowers shall have completed the Equity Clawback; (f) the Borrowers shall have delivered notice to the Administrative Agent in accordance with the terms of the McClatchy Purchase Agreement Sections 2.4B(i) and in material compliance with applicable law and regulatory approvals. The McClatchy Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the McClatchy Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In connection therewith, the Borrower shall contribute the California Assets to the California Partnership (or a Subsidiary thereof). (ii) The purchase of the St. Pxxx/Monterey Assets by Existing Agreement, no less than three Business Days' prior to the Hearst Corporation Closing Date, stating (A) the Borrowers' intent to terminate in whole: (1) the Existing Revolving Loan Commitments, (2) the Existing Term A Loan Commitments, and (3) the Existing Term B Delayed Draw Loan Commitments, (B) the Borrowers' intent to prepay in full the Existing Term B Funded Loans outstanding thereunder, and (C) that the Closing Date shall be consummated prior to or concurrently with the effectiveness effective date of this Amendment in all material respects in accordance with such terminations and prepayment; and (g) the terms of the Hearst Purchase Agreement and in material compliance with applicable law and regulatory approvals. The Hearst Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent Borrowers shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Hearst Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In addition, the Borrower shall have entered into the Hearst Investment Agreement with The Hearst Corporation in respect of the St. Pxxx/Monterey Assets, which agreement shall be in form and substance reasonably satisfactory delivered to the Administrative AgentAgent and the Disbursement Agent an Officers' Certificate certifying that the Phase II Project is In Balance on a pro forma basis for the commitment reductions and prepayments set forth on the notice described in clause (iii)(f) and to the transactions contemplated on or before the Closing Date. The and the terms and documentation of the foregoing Transactions shall be reasonably satisfactory in all respects to the Arranger and the Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of such Hearst Investment Agreement as originally executed and delivered, together with all exhibits and schedulestheir respective counsel.

Consummation of Transactions. (i) The Contra Costa/San Jxxx Purchase shall be consummated prior to or concurrently with the effectiveness of this Amendment in all material respects in accordance with the terms (a) Each of the McClatchy Purchase Agreement and Transaction Documents (other than the documentation described in material compliance with applicable law and regulatory approvals. The McClatchy Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent clause (viii) of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the McClatchy Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In connection therewith, the Borrower shall contribute the California Assets to the California Partnership (or a Subsidiary definition thereof). (ii) The purchase of the St. Pxxx/Monterey Assets by the Hearst Corporation shall be consummated prior to or concurrently with the effectiveness of this Amendment in all material respects in accordance with the terms of the Hearst Purchase Agreement and in material compliance with applicable law and regulatory approvals. The Hearst Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Hearst Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In addition, the Borrower shall have entered into the Hearst Investment Agreement with The Hearst Corporation in respect of the St. Pxxx/Monterey Assets, which agreement shall be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent Agents and each such Transaction Document shall be in full force and effect; provided that the terms and conditions of any Transaction Document dated and delivered to the Agents and the Lenders prior to the date hereof shall be deemed satisfactory to the Agents and the Lenders to the extent there has been no material amendments or other modifications thereto and (b) all conditions to the Transactions set forth in the Transaction Documents (other than the documentation described in clause (viii) of the definition thereof) shall have been satisfied or the fulfillment of any such conditions shall have been waived with the consent of the Agents; (ii) the Existing Investors shall have made, and Newmall shall have received, the Equity Contribution and Newmall shall have applied the proceeds thereof to repay the Newmall ESP Intercompany Indebtedness and the Agents shall have received evidence reasonably satisfactory to it of the foregoing; (iii) the Newmall Stock Contribution shall have been consummated in accordance with the Newmall Stock Contribution Agreement and the Agents shall have received evidence reasonably satisfactory to them of the foregoing; (a) the Parent shall have effected and consummated the issuance of the Senior Discount Notes and received gross cash proceeds, net of reasonable fees and expenses, of at least $100,000,000 in connection therewith, the Parent shall have contributed such proceeds to the Company and the Agents shall have received evidence reasonably satisfactory to them of the foregoing, and (b) the Company shall have effected and consummated the issuance of the Senior Subordinated Notes and received gross cash proceeds, net of reasonable fees and expenses, of at least $100,000,000 and the Agents shall have received evidence satisfactory to them of the foregoing; (v) each of the Debt Tender Offer, the purchase of all Existing Senior Notes and Existing Senior Subordinated Notes tendered pursuant thereto (or, to the extent not tendered pursuant thereto, the defeasance thereof to the respective earliest possible voluntary redemption dates thereunder following the Closing Date) and the Existing Indentures Amendments shall have been effected and consummated and the Agents shall have received evidence reasonably satisfactory to them of the foregoing; (vi) Stone Rivet shall have effected and consummated the Shares Tender Offer and the Shares Acquisition for an aggregate purchase price, when taken together with the consideration to be paid pursuant to the ENR Merger and option spread payments, not in excess of $266,300,000 and the Agents shall have received evidence reasonably satisfactory to them of the foregoing; (vii) the ENR Merger shall have been effected and consummated and the Agents shall have received a copy, certified by a Responsible Officer copy of the Borrower as true Merger Certificate; (viii) the Company Stock Contribution shall have been consummated in accordance with the Company Stock Contribution Agreement and completethe Agents shall have received evidence reasonably satisfactory to them of the foregoing; (ix) the inter-company loans contemplated by the definition of "Transactions" shall have been made and the Agents shall have received evidence reasonably satisfactory to them of the foregoing; (x) all restricted cash of ENR and its Subsidiaries (including, without limitation, cash securing any of such Hearst Investment Agreement as originally executed their Indebtedness or other obligations, but excluding up to $5,000,000 of cash securing performance bonds in respect of State Contracts and delivered, together certain outstanding letters of credit) shall have become unrestricted cash and shall have been used towards the funding of the Transactions and Transaction Costs; (xi) each of the other Transactions shall have been effected and consummated to the reasonable satisfaction of the Agents; and (xii) the Agents shall be reasonably satisfied with all exhibits matters relating to the Transactions that could have a Material Adverse Effect, including, without limitation, with (a) all material legal, tax and schedulesaccounting matters relating to the Transactions, and (b) the ability of Subsidiaries of the Company, ENR and ESP to transfer funds to the Company, ENR and ESP and the withholding tax consequences thereof.

Consummation of Transactions. The Arrangers shall have received evidence satisfactory to them that all actions necessary to consummate the transactions contemplated hereby (iincluding the making of the initial Credit Extension on the Closing Date) The Contra Costa/San Jxxx Purchase shall be consummated have been taken in accordance with all Legal Requirements, and prior to or concurrently with the effectiveness initial Credit Extensions on the Closing Date: (i) the Arrangers and the Administrative Agent shall be satisfied that (a) the maturity date of this Amendment the VVDIL Intercompany Debt has been extended to a date reasonably satisfactory to them, (b) that no default or event of default shall be in all material respects in accordance with existence thereunder, and (c) that the terms thereof shall provide for (1) no payment of principal until the date which is no earlier than six months after the Maturity Date of the McClatchy Purchase Agreement Term B Funded Loans, (2) no Collateral, (3) subordination to the Obligations on terms reasonably satisfactory to the Arrangers and in material compliance with applicable law and regulatory approvals. The McClatchy Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent, (4) an interest rate no greater than the interest rate on revolving loans issued to the Parent under its amended and restated corporate credit agreement as in effect on the Closing Date (except that the interest rate on up to $61,000,000 of such VVDIL Intercompany Debt may be fixed at an interest rate no higher than 8.31%. The notwithstanding the interest rate on such Indebtedness of the Parent), and (5) other terms reasonably satisfactory to the Arrangers and the Administrative Agent; and (ii) all VVDIL Indebtedness, together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been repaid in full from sources other than the proceeds of the initial Credit Extensions and the commitments in respect of the VVDIL Indebtedness shall have been terminated, all Liens, if any, securing payment of the VVDIL Indebtedness have been released and the Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower all Uniform Commercial Code Form UCC-3 termination statements or other instruments as true and complete, of the McClatchy Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In may be suitable or appropriate in connection therewith, if any (collectively, the Borrower “Transactions”) and the terms and documentation of the foregoing Transactions shall contribute the California Assets be reasonably satisfactory in all respects to the California Partnership (or a Subsidiary thereof). (ii) The purchase Arrangers and the Administrative Agent and their respective counsel. Following consummation of the St. Pxxx/Monterey Assets by the Hearst Corporation shall be consummated prior to or concurrently with the effectiveness of this Amendment in Transactions, all material respects in accordance with the terms other Indebtedness and Contingent Obligations not permitted hereby of the Hearst Purchase Agreement and in material compliance with applicable law and regulatory approvals. The Hearst Purchase Agreement Loan Parties shall not have been alteredrepaid in full, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent all commitments relating thereto shall have received a copybeen terminated, certified by a Responsible Officer of the Borrower as true and complete, of the Hearst Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In addition, the Borrower Liens or security interests related thereto shall have entered into the Hearst Investment Agreement with The Hearst Corporation been terminated or released, in respect of the St. Pxxx/Monterey Assets, which agreement shall be in form and substance each case on terms reasonably satisfactory to the Arrangers and the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of such Hearst Investment Agreement as originally executed and delivered, together with all exhibits and schedules.

Consummation of Transactions. (i) The Contra Costa/San Jxxx Purchase shall be consummated prior Seller agrees to or concurrently with sell, and Xxxxxxxxx agrees to purchase the effectiveness of this Amendment Assigned Interest and to assume the Assumed Liabilities, in all material respects each case, in accordance with this Agreement. The Parties shall consummate the terms of the McClatchy Purchase Closing electronically with executed agreements (including this Agreement and the Assignment and Assumption Agreement, in material compliance with applicable law and regulatory approvals. The McClatchy Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the McClatchy Purchase Agreement as originally executed and deliveredeach case, together with all exhibits attachments hereto and schedules. In connection therewiththereto) (collectively, the Borrower shall contribute “Purchase and Assignment Agreements”) and the California Assets other Closing Deliveries (other than the Purchase Price) delivered via email in escrow prior to the California Partnership occurrence of the Effective Date. On the Effective Date, upon Seller’s receipt of the Purchase Price, so long as the conditions set forth in Section 2(c) above have been satisfied in accordance with such Section 2(c), (or a Subsidiary thereof). a) (i) Seller shall be deemed to automatically and unconditionally grant, assign, convey, transfer, and set over to Purchaser the Assigned Interest and (ii) The purchase Purchaser shall be deemed to automatically and unconditionally assume the Assumed Liabilities, (b) Purchaser (or its designee(s)) shall be authorized to (i) prepare and file UCC-3 Financing Statement Assignments assigning from Seller to Purchaser the UCC-1 Financing Statements set forth on Schedule A attached hereto, (ii) file or cause to be filed the IP Assignments with the United States Office of Patents and Trademarks and the United States Office of Copyrights, as applicable, and (iii) deliver or cause to be delivered each of the St. Pxxx/Monterey Assets by DACA Assignments to each applicable depository bank party thereto, and (c) pursuant to the Hearst Corporation Agency Resignation and Appointment Agreement, Seller shall be consummated prior deemed to or concurrently with the effectiveness of this Amendment in all material respects in accordance with the terms have resigned, and Purchaser shall be deemed to have been appointed, as Agent under each of the Hearst Note Documents. On the Effective Date, Seller shall promptly confirm receipt of the Purchase Agreement Price. If the conditions precedent to the Closing set forth in Section 2(c) above have not been satisfied and in material compliance with applicable law and regulatory approvals. The Hearst Purchase the Closing has not occurred on or before 5:00 p.m. Eastern Standard Time on December 1, 2023 this Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent be null and void and of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true no force and complete, of the Hearst Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In addition, the Borrower shall have entered into the Hearst Investment Agreement with The Hearst Corporation in respect of the St. Pxxx/Monterey Assets, which agreement shall be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of such Hearst Investment Agreement as originally executed and delivered, together with all exhibits and scheduleseffect.

Consummation of Transactions. (a) The Agents shall have received evidence reasonably satisfactory to them that (i) The Contra Costa/San Jxxx Purchase all actions necessary to consummate the Refinancing and the other Transactions shall be have been, or shall substantially simultaneously be, consummated prior to or concurrently with the effectiveness of this Amendment in all material respects in accordance with all applicable laws, (ii) all Indebtedness (except Credit Extensions made hereunder, the terms Parent Debentures, the Senior Subordinated Notes and Indebtedness identified in ITEM 7.2.2(b) of the McClatchy Purchase Agreement Disclosure Schedule) together with all interest, all prepayment premiums and in material compliance other amounts due and payable with applicable law and regulatory approvals. The McClatchy Purchase Agreement respect thereto, shall not have been altered, amended or otherwise changed or supplemented shall substantially simultaneously be paid in any material respect or any material condition therein waived, without full from the prior written consent proceeds of the Administrative Agent. The Administrative Agent initial Credit Extension and proceeds of the Senior Note Issuance, (iii) the Commitments in respect of such Indebtedness shall have received a copy, certified by a Responsible Officer been or shall substantially simultaneously be terminated and (iv) all Liens securing payment of the Borrower as true any such Indebtedness shall have been or shall substantially simultaneously be released and complete, of the McClatchy Purchase Agreement as originally appropriate payoff letters shall have been executed and delivered, together with all exhibits and schedules. In connection therewith, the Borrower shall contribute the California Assets to the California Partnership (or a Subsidiary thereof). (iib) The purchase of the St. Pxxx/Monterey Assets by the Hearst Corporation Senior Note Issuance shall have been or shall substantially simultaneously be consummated prior pursuant to a public offering or concurrently with the effectiveness of this Amendment in all material respects in accordance with the a Rule 144A private offering on terms of the Hearst Purchase Agreement and in material compliance with applicable law and regulatory approvals. The Hearst Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Hearst Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In addition, the Borrower shall have entered into the Hearst Investment Agreement with The Hearst Corporation in respect of the St. Pxxx/Monterey Assets, which agreement shall be in form and substance conditions reasonably satisfactory to the Administrative Agent. The Administrative Agent Lead Arranger (including as to events of default), and VHC shall have received not less than $215,000,000 in gross cash proceeds as a copyresult of such issuance. The Lead -60- Arranger shall be reasonably satisfied with the terms and conditions of all documentation related to the Senior Note Issuance, certified by a Responsible Officer including the Senior Notes and the Senior Note Indenture. (c) In addition to, and not in limitation of, the foregoing, the Lead Arranger shall be satisfied with (i) the final structure of the Borrower as true Transactions, including the Refinancing and completethe Senior Note Issuance, (ii) the sources and uses of such Hearst Investment Agreement as originally executed the proceeds used to effect the Refinancing and delivered, together with all exhibits to consummate the other Transactions and schedules(iii) the terms and conditions of the documents relating to the consummation of the Transactions.

Consummation of Transactions. (ia) The Contra Costa/San Jxxx Purchase shall be consummated prior to or concurrently with the effectiveness of this Amendment in all material respects in accordance with the terms of the McClatchy Purchase Agreement and in material compliance with applicable law and regulatory approvals. The McClatchy Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the McClatchy Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In connection therewith, the Borrower shall contribute the California Assets to the California Partnership (or a Subsidiary thereof). (ii) The purchase of the St. Pxxx/Monterey Assets by the Hearst Corporation shall be consummated prior to or concurrently with the effectiveness of this Amendment in all material respects in accordance with the terms of the Hearst Purchase Agreement and in material compliance with applicable law and regulatory approvals. The Hearst Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Hearst Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In addition, the Borrower shall have entered into the Hearst Investment Agreement with The Hearst Corporation in respect of the St. Pxxx/Monterey Assets, which agreement Each Loan Document shall be in form and substance reasonably satisfactory to the Administrative Agent and each such Loan Document shall have been duly executed and delivered by each party thereto and shall be in full force and effect; and (b) all other conditions set forth in the Loan Documents shall have been satisfied or the fulfillment of any such conditions shall have been waived by the Administrative Agent. The ; (a) the First Lien Loan Documents shall have been duly executed and delivered by each party thereto and shall be in full force and effect and the Borrower shall have received loans under the First Lien Credit Agreement in an aggregate principal amount of not less than $280,000,000; and (b) all other conditions set forth in the First Lien Loan Documents as of the Effective Date shall have been satisfied or the fulfillment of any such conditions shall have been waived by the First Lien Administrative Agent; (iii) prior to or concurrently with funding of the Loans, each of the other Transactions shall have been effected and consummated (including, without limitation, that the Existing Financing shall have been paid in full and the Liens thereunder shall have been released (and the Administrative Agent shall have received a copy, certified by a Responsible Officer customary “pay-off” letters with respect thereto)) to the reasonable satisfaction of the Borrower as true Administrative Agent; (iv) each of the Property Management Agreements and completethe Hotel Management Agreement shall have been assigned (if necessary) to the applicable Borrower, of such Hearst Investment Agreement as originally executed in each case, in a manner reasonably satisfactory to the Administrative Agent, and (v) after giving effect to the Transactions, the Loan Parties shall have no outstanding Indebtedness or preferred Capital Stock other than (a) the Loans under this Agreement, (b) the First Lien Loans, and delivered, together with all exhibits and schedules(c) the Shareholder Loans identified on Schedule 6.1(vii) hereto.

Consummation of Transactions. (i) The Contra Costa/San Jxxx Purchase Arranger shall be consummated prior have received evidence satisfactory to or concurrently with it that all actions necessary to consummate the effectiveness transactions contemplated hereby (including the making of this Amendment in all material respects the initial Credit Extension on the Closing Date) shall have been taken in accordance with all Legal Requirements. (ii) All Refinanced Debt, together with all interest, all prepayment premiums and other amounts due and payable with respect thereto, shall have been repaid in full from the terms proceeds of the McClatchy Purchase Agreement initial Credit Extension and the commitments in material compliance with applicable law and regulatory approvals. The McClatchy Purchase Agreement respect of the Refinanced Debt shall not have been alteredterminated, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent all Liens securing payment of the Administrative Agent. The Refinanced Debt have been released and the Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower all Uniform Commercial Code Form UCC-3 termination statements or other instruments as true and complete, of the McClatchy Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In may be suitable or appropriate in connection therewith, the Borrower shall contribute the California Assets to the California Partnership (or a Subsidiary thereof). (iiiii) The purchase following transactions (the "Transactions") shall have been consummated: (a) 100% of the St. Pxxx/Monterey Assets by membership interests in Grand Canal shall have been sold to GGP for net cash proceeds at closing of at least $515,000,000; (b) Lido Casino Resort Holding Company shall have distributed 100% of the Hearst Corporation membership interests of LCR to LCR Holdings; (c) Venetian shall have established Phase II Mall Holdings and the Phase II Mall Subsidiary; (d) Xxxxxxx shall have contributed 100% of the equity interests of Interface Holdings Company, Inc, to LVSI, LVSI shall have made an equity contribution of approximately $27,000,000 to Interface, and Interface shall have applied a portion of the proceeds of such equity to the prepayment of pre-existing indebtedness of Interface; and (e) Interface shall have repaid all of its remaining pre-existing indebtedness with the proceeds of a commercial mortgage loan of up to $100,000,000; and the terms and documentation of the foregoing Transactions shall be consummated prior to or concurrently with the effectiveness of this Amendment reasonably satisfactory in all material respects in accordance with to the terms of the Hearst Purchase Agreement Arranger and in material compliance with applicable law and regulatory approvals. The Hearst Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true agent and complete, of the Hearst Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In addition, the Borrower shall have entered into the Hearst Investment Agreement with The Hearst Corporation in respect of the St. Pxxx/Monterey Assets, which agreement shall be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of such Hearst Investment Agreement as originally executed and delivered, together with all exhibits and schedulestheir respective counsel.

Consummation of Transactions. (ia) The Contra Costa/San Jxxx Purchase shall be consummated prior to or concurrently with the effectiveness of this Amendment in all material respects in accordance with the terms of the McClatchy Purchase Agreement and in material compliance with applicable law and regulatory approvals. The McClatchy Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the McClatchy Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In connection therewith, the Borrower shall contribute the California Assets to the California Partnership (or a Subsidiary thereof). (ii) The purchase of the St. Pxxx/Monterey Assets by the Hearst Corporation shall be consummated prior to or concurrently with the effectiveness of this Amendment in all material respects in accordance with the terms of the Hearst Purchase Agreement and in material compliance with applicable law and regulatory approvals. The Hearst Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Hearst Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In addition, the Borrower shall have entered into the Hearst Investment Agreement with The Hearst Corporation in respect of the St. Pxxx/Monterey Assets, which agreement Each Loan Document shall be in form and substance reasonably satisfactory to the Administrative Agent and each such Loan Document shall have been duly executed and delivered by each party thereto and shall be in full force and effect; and (b) all other conditions set forth in the Loan Documents shall have been satisfied or the fulfillment of any such conditions shall have been waived by the Administrative Agent. The ; (a) the Second Lien Loan Documents shall have been duly executed and delivered by each party thereto and shall be in full force and effect and the Borrower shall have received loans under the Second Lien Credit Agreement in an aggregate principal amount of not less than $195,000,000; and (b) all other conditions set forth in the Second Lien Loan Documents as of the Effective Date shall have been satisfied or the fulfillment of any such conditions shall have been waived by the Second Lien Administrative Agent; (iii) prior to or concurrently with funding of the Loans, each of the other Transactions shall have been effected and consummated (including, without limitation, that the Existing Financing shall have been paid in full and the Liens thereunder shall have been released (and the Administrative Agent shall have received a copy, certified by a Responsible Officer customary “pay-off” letters with respect thereto)) to the reasonable satisfaction of the Borrower as true Administrative Agent; (iv) each of the Property Management Agreements and completethe Hotel Management Agreement shall have been assigned (if necessary) to the applicable Borrower, of such Hearst Investment Agreement as originally executed in each case, in a manner reasonably satisfactory to the Administrative Agent, and (v) after giving effect to the Transactions, the Loan Parties shall have no outstanding Indebtedness or preferred Capital Stock other than (a) the Loans under this Agreement, (b) the Second Lien Loans, and delivered, together with all exhibits and schedules(c) the Shareholder Loans identified on Schedule 6.1(vii) hereto.

Consummation of Transactions. (i) The Contra Costa/San Jxxx Purchase Arrangers shall be consummated prior have received evidence satisfactory to or concurrently with them that all actions necessary to consummate the effectiveness of this Amendment in all material respects transactions contemplated hereby shall have been taken in accordance with all Legal Requirements, and prior to the terms of Initial Borrowing Date the McClatchy Purchase Agreement Arrangers and in material compliance with applicable law and regulatory approvals. The McClatchy Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received be satisfied that (a) the maturity date of any Indebtedness for borrowed money set forth in Schedule 7.1 has been extended to a copydate reasonably satisfactory to them, certified by a Responsible Officer (b) that no default or event of the Borrower as true and complete, of the McClatchy Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In connection therewith, the Borrower shall contribute the California Assets to the California Partnership (or a Subsidiary thereof). (ii) The purchase of the St. Pxxx/Monterey Assets by the Hearst Corporation shall be consummated prior to or concurrently with the effectiveness of this Amendment in all material respects in accordance with the terms of the Hearst Purchase Agreement and in material compliance with applicable law and regulatory approvals. The Hearst Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Hearst Purchase Agreement as originally executed and delivered, together with all exhibits and schedules. In addition, the Borrower shall have entered into the Hearst Investment Agreement with The Hearst Corporation in respect of the St. Pxxx/Monterey Assets, which agreement default shall be in form existence thereunder, and substance (c) that the terms thereof shall provide for (1) no payment of principal until the date which is no earlier than six months after the Maturity Date, (2) no Collateral, (3) subordination to the Obligations on terms reasonably satisfactory to the Arrangers and the Administrative Agent. The , (4) an interest rate no greater than the interest rate from time to time on term loans issued to VML US Finance LLC under its credit agreement as in effect on the Closing Date and (5) other terms reasonably satisfactory to the Arrangers and the Administrative Agent (collectively, the “Transactions”) and the terms and documentation of the foregoing Transactions shall be reasonably satisfactory in all respects to the Arrangers and the Administrative Agent and their respective counsel. Following consummation of the Transactions, all other Indebtedness and Contingent Obligations not permitted hereby of the Loan Parties shall have received a copybeen repaid in full, certified by a Responsible Officer of all commitments relating thereto shall have been terminated, and all Liens or security interests related thereto shall have been terminated or released, in each case on terms reasonably satisfactory to the Borrower as true Arrangers and complete, of such Hearst Investment Agreement as originally executed and delivered, together with all exhibits and schedulesthe Administrative Agent.