Common use of Order of Transactions Clause in Contracts

Order of Transactions. The parties hereto acknowledge and agree that, notwithstanding anything herein to the contrary, for purposes of this Agreement and the documents, certificates, opinions and deliverables given in connection with the transactions contemplated hereby, the execution and delivery of the Financing Documents, the issuance and sale of the Notes, the repayment of the Existing Indebtedness and the transfer by Harbor Hydro Holdings, LLC of the Equity Interests in the Company to the Pledgor shall be deemed to have occurred simultaneously such that all documents to be authorized, executed and delivered by the Company may be authorized by the Pledgor as its sole member regardless of the actual time when executed. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, SENECA GENERATION, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN GENERAL LIFE INSURANCE COMPANY THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AMERICAN HOME ASSURANCE COMPANY LEXINGTON INSURANCE COMPANY, as Initial Purchasers By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA, as an Initial Purchaser By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Assistant Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK, as an Initial Purchaser By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. The Bank of New York Mellon, as Trustee, pursuant to the Trust Agreement among Allstate Life Insurance Company, as Grantor, Lincoln Benefit Life Company, as Beneficiary, and The Bank of New York Mellon, as Trustee, as an Initial Purchaser By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. COBANK, ACB, as an Initial Purchaser By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE AND ANNUITY INSURANCE COMPANY, as an Initial Purchaser By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY, as an Initial Purchaser By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. NATIONWIDE LIFE INSURANCE COMPANY, as an Initial Purchaser By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, as an Initial Purchaser By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Director Signature Page to Note Purchase Agreement (Seneca) NAME OF PURCHASER EIN: 00-0000000 PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED $45,600,000.00 NOTE TO BE ISSUED IN THE NOMINEE NAME OF: AGL-DEL (1) All payments by wire transfer of immediately available funds to: (2) All notices of payments and written confirmations of such wire transfers: American General Life Insurance Company (PA40) c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: PPG Investment Portfolio Support Email: XXXXXX@xxx.xxx With a copy to: American General Life Insurance Company (PA40) c/o State Street Bank Corporation, Insurance Services Fax: (000) 000-0000 (3) E-mail address for electronic delivery: XXXXXX@xxx.xxx (4) All other communications: AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: Private Placements Compliance Email: xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxx.xxx

Order of Transactions. (a) The parties hereto acknowledge applicable Parties shall have entered into the following agreements and agree that, notwithstanding anything herein to the contrary, for purposes following actions shall have taken place simultaneously with the execution of this Agreement and the documents, certificates, opinions and deliverables given in connection with consummation of the transactions contemplated herebyby the Benchmark Agreements: (i) SFX and the LLC shall have entered into the SFX Convertible Note Agreement, the execution and delivery of the Financing DocumentsSecurity Agreement, the issuance Deed of Trust and sale the Collateral Assignment of the NotesContracts and any and all other agreements or documents contemplated thereunder; (ii) SFX, the repayment of Current Partners, the Existing Indebtedness LLC and the transfer by Harbor Hydro Holdings, LLC of Escrow Agent shall have entered into the Equity Interests in Escrow Agreement; (iii) All amounts outstanding under the Company to the Pledgor shall be deemed to have occurred simultaneously such that all documents to be authorized, executed and delivered by the Company may be authorized by the Pledgor as its sole member regardless of the actual time when executed. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Signet Loan Agreement shall become a binding agreement between you have been repaid, any and the Company. Very truly yours, SENECA GENERATION, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Treasurer This Agreement is hereby accepted and agreed all security interests granted to as of the date hereof. AMERICAN GENERAL LIFE INSURANCE COMPANY THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AMERICAN HOME ASSURANCE COMPANY LEXINGTON INSURANCE COMPANY, as Initial Purchasers By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA, as an Initial Purchaser By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Assistant Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK, as an Initial Purchaser By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. The Signet Bank of New York Mellon, as Trustee, pursuant to the Trust Signet Loan Agreement among Allstate Life Insurance Companyshall have been terminated, as Grantor, Lincoln Benefit Life Company, as Beneficiaryextinguished and released and the Signet Loan Agreement shall have been terminated; (iv) KAB and the LLC shall have entered into, and consummated the transactions under, the KAB Contribution Agreement; (v) The Bank of New York MellonCurrent Partners and the LLC shall have entered into the Purchase and Sale Agreement; and (vi) The Liberty Entities, as Trustee, as an Initial Purchaser By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Vice President This Agreement is hereby accepted SFX and agreed to as the LLC shall have entered into the SFX Contribution Agreement. (b) The applicable Parties shall have executed each of the date hereof. COBANKfollowing agreements contemporaneously herewith, ACB, as an Initial Purchaser By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Vice President This Agreement is hereby accepted and agreed to as which agreements shall become effective automatically upon the consummation of the date hereof. GENWORTH LIFE AND ANNUITY INSURANCE COMPANY, as an Initial Purchaser By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Investment Officer This transactions contemplated by the Purchase and Sale Agreement is hereby accepted and agreed to as without any further action by any of the applicable Parties thereto (other than on the date hereof. GENWORTH LIFE INSURANCE COMPANYof its effectiveness, as an Initial Purchaser By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Investment Officer This the applicable Parties completing the appropriate blanks and dates to reflect its effectiveness); provided, in the event the transactions contemplated by the Purchase and Sale Agreement is hereby accepted and agreed to as are not consummated, each of the date hereofagreements listed below shall be null and void and of no force and effect: The Amended and Restated Operating Agreement, the Xxxxx Employment Agreement, the Xxxxx Non-Competition Agreement, the Xxxxxx Employment Agreement, the Xxxxxx Non-Competition Agreement and the Put and Call Agreement. (c) Contemporaneously herewith, ABS Richmond Towers, L.P. ("ABS Tower") and RICH-I shall have entered into the Tower Lease. NATIONWIDE LIFE INSURANCE COMPANY, as an Initial Purchaser By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory This Agreement is ABS Tower and RICH-I hereby accepted and agreed to as agree that until the closing of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICAPurchase and Sale Agreement, as an Initial Purchaser By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Director Signature Page to Note Purchase Agreement (Seneca) NAME OF PURCHASER EIN: 00neither ABS Tower nor RICH-0000000 PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED $45,600,000.00 NOTE TO BE ISSUED IN THE NOMINEE NAME OF: AGL-DEL (1) All payments by wire transfer I shall amend, modify, terminate or revise in any manner the Tower Lease without the prior written consent of immediately available funds to: (2) All notices of payments and written confirmations of such wire transfers: American General Life Insurance Company (PA40) c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: PPG Investment Portfolio Support Email: XXXXXX@xxx.xxx With a copy to: American General Life Insurance Company (PA40) c/o State Street Bank Corporation, Insurance Services Fax: (000) 000-0000 (3) E-mail address for electronic delivery: XXXXXX@xxx.xxx (4) All other communications: AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: Private Placements Compliance Email: xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxx.xxxSFX.

Order of Transactions. (a) The parties hereto acknowledge applicable Parties shall have entered into the following agreements and agree that, notwithstanding anything herein to the contrary, for purposes following actions shall have taken place simultaneously with the execution of this Agreement and the documents, certificates, opinions and deliverables given in connection with consummation of the transactions contemplated herebyby the Benchmark Agreements: (i) SFX and the LLC shall have entered into the SFX Convertible Note Agreement, the execution and delivery of the Financing DocumentsSecurity Agreement, the issuance Deed of Trust and sale the Collateral Assignment of the NotesContracts and any and all other agreements or documents contemplated thereunder; (ii) SFX, the repayment of Current Partners, the Existing Indebtedness LLC and the transfer by Harbor Hydro Holdings, LLC of Escrow Agent shall have entered into the Equity Interests in Escrow Agreement; (iii) All amounts outstanding under the Company to the Pledgor shall be deemed to have occurred simultaneously such that all documents to be authorized, executed and delivered by the Company may be authorized by the Pledgor as its sole member regardless of the actual time when executed. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Signet Loan Agreement shall become a binding agreement between you have been repaid, any and the Company. Very truly yours, SENECA GENERATION, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Treasurer This Agreement is hereby accepted and agreed all security interests granted to as of the date hereof. AMERICAN GENERAL LIFE INSURANCE COMPANY THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AMERICAN HOME ASSURANCE COMPANY LEXINGTON INSURANCE COMPANY, as Initial Purchasers By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA, as an Initial Purchaser By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Assistant Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK, as an Initial Purchaser By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. The Signet Bank of New York Mellon, as Trustee, pursuant to the Trust Signet Loan Agreement among Allstate Life Insurance Companyshall have been terminated, as Grantor, Lincoln Benefit Life Company, as Beneficiaryextinguished and released and the Signet Loan Agreement shall have been terminated; (iv) KAB and the LLC shall have entered into, and consummated the transactions under, the KAB Contribution Agreement; (v) The Bank of New York MellonCurrent Partners and the LLC shall have entered into the Purchase and Sale Agreement; and (vi) The Liberty Entities, as Trustee, as an Initial Purchaser By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Vice President This Agreement is hereby accepted SFX and agreed to as the LLC shall have entered into the SFX Contribution Agreement. (b) The applicable Parties shall have executed each of the date hereof. COBANKfollowing agreements contemporaneously herewith, ACB, as an Initial Purchaser By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Vice President This Agreement is hereby accepted and agreed to as which agreements shall become effective automatically upon the consummation of the date hereof. GENWORTH LIFE AND ANNUITY INSURANCE COMPANY, as an Initial Purchaser By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Investment Officer This transactions contemplated by the Purchase and Sale Agreement is hereby accepted and agreed to as without any further action by any of the applicable Parties thereto (other than on the date hereof. GENWORTH LIFE INSURANCE COMPANYof its effectiveness, as an Initial Purchaser By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Investment Officer This the applicable Parties completing the appropriate blanks and dates to reflect its effectiveness); provided, in the event the transactions contemplated by the Purchase and Sale Agreement is hereby accepted and agreed to as are not consummated, each of the date hereofagreements listed below shall be null and void and of no force and effect: The Amended and Restated Operating Agreement, the Xxxxx Employment Agreement, the Xxxxx Non-Competition Agreement, the Xxxxxx Employment Agreement, the Xxxxxx Non- Competition Agreement and the Put and Call Agreement. (c) Contemporaneously herewith, ABS Richmond Towers, L.P. ("ABS Tower") and RICH-I shall have entered into the Tower Lease. NATIONWIDE LIFE INSURANCE COMPANY, as an Initial Purchaser By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory This Agreement is ABS Tower and RICH-I hereby accepted and agreed to as agree that until the closing of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICAPurchase and Sale Agreement, as an Initial Purchaser By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Director Signature Page to Note Purchase Agreement (Seneca) NAME OF PURCHASER EIN: 00neither ABS Tower nor RICH-0000000 PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED $45,600,000.00 NOTE TO BE ISSUED IN THE NOMINEE NAME OF: AGL-DEL (1) All payments by wire transfer I shall amend, modify, terminate or revise in any manner the Tower Lease without the prior written consent of immediately available funds to: (2) All notices of payments and written confirmations of such wire transfers: American General Life Insurance Company (PA40) c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: PPG Investment Portfolio Support Email: XXXXXX@xxx.xxx With a copy to: American General Life Insurance Company (PA40) c/o State Street Bank Corporation, Insurance Services Fax: (000) 000-0000 (3) E-mail address for electronic delivery: XXXXXX@xxx.xxx (4) All other communications: AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: Private Placements Compliance Email: xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxx.xxxSFX.