Common use of PRIVILEGED AND CONFIDENTIAL Clause in Contracts

PRIVILEGED AND CONFIDENTIAL. Subject to FRE 408 and Similar Privileges by it or any of its offices or facilities at which material Collateral owned by it is located (including the establishment of any such new office or facility), in each instance other than changes which have previously been disclosed in writing to the Administrative Agent, (v) the failure to, within 30 days of the Forbearance Agreement, Consent and Amendment Effective Date (or such later date as agreed by the Administrative Agent) deliver to the Administrative Agent in writing notice of any change in the information in the Compliance Certificate most recently delivered to the Administrative Agent pursuant to Section 9.01(f) of the Existing Facility Agreement, (vi) the failure to deliver to the Administrative Agent, within 30 days of the Forbearance Agreement, Consent and Amendment Effective Date (or such later date as agreed by the Administrative Agent), (A) schedules to the Existing Facility Agreement (as necessary) through the Forbearance Agreement, Consent and Amendment Effective Date and (B) a certification by a Responsible Officer of the Borrowers stating that such updated schedules are true, complete and correct in all material respects as of the Forbearance Agreement, Consent and Amendment Effective Date (or such later date as agreed by the Administrative Agent), (vii) any order (including, without limitation, any order further approving or modifying or amending the Taj DIP Facility) is entered in the U.S. Bankruptcy Cases which is materially inconsistent with this Forbearance Agreement, Consent and Amendment, without the prior written consent of the Required Lenders, (viii) with respect to the CVA: (A) the CVA shall fail to be approved at the duly convened meeting of creditors (or shall fail to be approved following the duly followed decision procedure in accordance with Rule 15.3 of the Insolvency (England and Wales) Rules 2016), (C) any challenge to the CVA pursuant to Section 6 of the Insolvency Xxx 0000 is upheld by the English court and results in the decision approving the CVA being revoked or suspended or an alternative proposal being put forward to creditors which would, in the reasonable opinion of the Administrative Agent, have a material adverse effect on the position of the Lenders or (D) the designated decision date (as defined in Rule 15.2 of the Insolvency (England and Wales) Rules 2016) in respect of the CVA has not occurred by 5:00 P.M. (New York City time) on December 25, 2017 (or such later date as agreed by the Administrative Agent in its sole discretion) or (ix) the Administrative Agent shall not have received, on or prior to the CVA Start Date, copies of any waivers, amendments, supplemental indentures or other similar documents that waive or otherwise amend any of the events of default (if any) that would be triggered by the CVA under the Taj DIP Facility and the Indenture (as defined in the Intercreditor Agreement).

PRIVILEGED AND CONFIDENTIAL. Subject to FRE 408 and Similar Privileges by it or any of its offices or facilities at which material Collateral owned by it is located (including the establishment of any such new office or facility), in each instance other than changes which have previously been disclosed in writing to the Administrative Agent, (v) the failure to, within 30 days of the Forbearance Agreement, Consent and Amendment Effective Date (or such later date as agreed by the Administrative Agent) deliver to the Administrative Agent in writing notice of any change in the information in the Compliance Certificate most recently delivered to the Administrative Agent pursuant to Section 9.01(f) of the Existing Facility Agreement, (vi) the failure to deliver to the Administrative Agent, within 30 days of the Forbearance Agreement, Consent and Amendment Effective Date (or such later date as agreed by the Administrative Agent), (A) schedules to the Existing Facility Agreement (as necessary) through the Forbearance Agreement, Consent and Amendment Effective Date and (B) a certification by a Responsible Officer of the Borrowers stating that such updated schedules are true, complete and correct in all material respects as of the Forbearance Agreement, Consent and Amendment Effective Date (or such later date as agreed by the Administrative Agent), (vii) any order (including, without limitation, any order further approving or modifying or amending the Taj DIP Facility) is entered in the U.S. Bankruptcy Cases which is materially inconsistent with this Forbearance Agreement, Consent and Amendment, without the prior written consent of the Required Lenders, (viii) with respect to the CVA: (A) the CVA shall fail to be approved at the duly convened meeting of creditors (or shall fail to be approved following the duly followed decision procedure in accordance with Rule 15.3 of the Insolvency (England and Wales) Rules 2016), (C) any challenge to the CVA pursuant to Section 6 of the Insolvency Xxx 0000 is upheld by the English court and results in the decision approving the CVA being revoked or suspended or an alternative proposal being put forward to creditors which would, in the reasonable opinion of the Administrative Agent, have a material adverse effect on the position of the Lenders or (D) the designated decision date (as defined in Rule 15.2 of the Insolvency (England and Wales) Rules 2016) in respect of the CVA has not occurred by 5:00 P.M. (New York City time) on December 25, 2017 (or such later date as agreed by the Administrative Agent in its sole discretion) or (ix) the Administrative Agent shall not have received, on or prior to the CVA Start Date, copies of any waivers, amendments, supplemental indentures or other similar documents that waive or otherwise amend any of the events of default (if any) that would be triggered by the CVA under the Taj DIP Facility and the Indenture (as defined in the Intercreditor Agreement).. “Forbearance Agreement, Consent and Amendment Effective Date” has the meaning provided in Section 17. “Forbearance Period” means the period beginning on the Forbearance Agreement, Consent and Amendment Effective Date and ending on the earliest to occur of:

PRIVILEGED AND CONFIDENTIAL. Subject to FRE 408 and Similar Privileges by it or any of its offices or facilities at which material Collateral owned by it (d)Any Lender that is located (including the establishment of any such new office or facility), in each instance other than changes which have previously been disclosed in writing not a Lender prior to the Administrative Agent, (v) the failure to, within 30 days of the Forbearance Agreement, Consent and Amendment Effective Date (or any such later date as agreed by the Administrative AgentLender, a “New Lender”) deliver shall become a party to the Administrative Agent in writing notice of any change in Facility Agreement with a Commitment as set forth on Schedule 1.01(a) (Commitments) attached hereto as Exhibit A by executing a signature page attached hereto as a New Lender. On the information in the Compliance Certificate most recently delivered to the Administrative Agent pursuant to Section 9.01(f) of the Existing Facility Forbearance Agreement, (vi) Consent and Amendment Effective Date, all Borrowings under the failure Facility Agreement then outstanding shall be deemed to deliver to be prepaid with the Administrative Agent, within 30 days proceeds of new Borrowings incurred on the Forbearance Agreement, Consent and Amendment Effective Date which shall be incurred from the Lenders ratably in accordance with their Commitments as set forth on Schedule 1.01(a) (or Commitments) attached as hereto as Exhibit A (it being understood that the amount of such later date as agreed by Borrowings shall not increase the Administrative Agent), (A) schedules to amount of Loans outstanding under the Existing Facility Agreement and the New Lender shall be deemed to have purchased outstanding Loans from Existing Lenders such that after giving effect to such purchase, the percentage of the aggregate outstanding Loans held by each Lender party hereto will equal its Percentage (as necessary) through after giving effect to this Forbearance Agreement, Consent and Amendment on the Forbearance Agreement, Consent and Amendment Effective Date Date). All such Borrowings shall be made in coordination with the Administrative Agent, and (B) a certification by a Responsible Officer of the Borrowers stating that such updated schedules are true, complete and correct in Administrative Agent may take all material respects as of actions reasonably necessary to give effect thereto on the Forbearance Agreement, Consent and Amendment Effective Date Date. Further, each Lender party hereto will automatically and without further act be deemed to have assigned and/or assumed a portion of participations in outstanding Letters of Credit, such that, after giving effect to each such deemed assignment or assumption of participations, the percentage of the aggregate outstanding participations in Letters of Credit held by each Lender party hereto will equal its Percentage (or such later date as agreed by the Administrative Agent), (vii) any order (including, without limitation, any order further approving or modifying or amending the Taj DIP Facility) is entered in the U.S. Bankruptcy Cases which is materially inconsistent with after giving effect to this Forbearance Agreement, Consent and AmendmentAmendment on the Forbearance Agreement, without Consent and Amendment Effective Date). The Administrative Agent and the prior written consent of Lenders hereby agree that the Required Lendersminimum borrowing, (viii) with respect pro rata borrowing and pro rata payment requirements contained in the Existing Facility Agreement shall not apply to the CVA: (A) the CVA shall fail to be approved at the duly convened meeting of creditors (or shall fail to be approved following the duly followed decision procedure in accordance with Rule 15.3 of the Insolvency (England and Wales) Rules 2016), (C) any challenge to the CVA transactions effected pursuant to this Section 6 of the Insolvency Xxx 0000 is upheld by the English court and results in the decision approving the CVA being revoked or suspended or an alternative proposal being put forward to creditors which would, in the reasonable opinion of the Administrative Agent, have a material adverse effect on the position of the Lenders or (D) the designated decision date (as defined in Rule 15.2 of the Insolvency (England and Wales) Rules 2016) in respect of the CVA has not occurred by 5:00 P.M. (New York City time) on December 25, 2017 (or such later date as agreed by the Administrative Agent in its sole discretion) or (ix) the Administrative Agent shall not have received, on or prior to the CVA Start Date, copies of any waivers, amendments, supplemental indentures or other similar documents that waive or otherwise amend any of the events of default (if any) that would be triggered by the CVA under the Taj DIP Facility and the Indenture (as defined in the Intercreditor Agreement7(d). SECTION 8.

PRIVILEGED AND CONFIDENTIAL. Subject to FRE 408 and Similar Privileges by it or any of its offices or facilities at which material Collateral owned by it is located (including the establishment of any such new office or facility), in each instance other than changes which have previously been disclosed in writing to c) the Administrative Agent, Agent shall have received from the Borrowers (vi) copies of resolutions covering the failure to, within 30 days authorization of the this Forbearance Agreement, Consent and Amendment Effective Date (or such later date as agreed by the Administrative Agent) deliver Amendment, in form and substance reasonably satisfactory to the Administrative Agent in writing notice of any change in the information in the Compliance Certificate most recently delivered to the Administrative Agent pursuant to Section 9.01(f) of the Existing Facility Agreement, (vi) the failure to deliver to the Administrative Agent, within 30 days of the Forbearance Agreement, Consent and Amendment Effective Date (or such later date as agreed by the Administrative Agent), (A) schedules to the Existing Facility Agreement (as necessary) through the Forbearance Agreement, Consent and Amendment Effective Date and (Bii) a certification by a Responsible an officer’s certificate of an Authorized Officer of each of the Borrowers stating that such updated schedules are truecertifying that, complete and correct in all material respects as of the Forbearance Agreement, Consent and Amendment Effective Date (or such later date as agreed by the Administrative Agent)Date, (viiA) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the date of such Credit Event (it being understood and agreed that (x) any order representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (including, without limitation, y) any order further approving representation or modifying warranty that is qualified as to “materiality,” “Material Adverse Effect” or amending the Taj DIP Facilitysimilar language shall be true and correct in all respects on such date) is entered in the U.S. Bankruptcy Cases which is materially inconsistent with and (B) both before and immediately after giving effect to this Forbearance Agreement, Consent and Amendment, without the prior written consent Amendment no Default or Event of the Required Lenders, Default has occurred and is continuing; (viiid) with respect to the CVA: extent the Borrowers have received an invoice, all reasonable fees, charges and disbursements of (Ai) White & Case LLP, counsel to the CVA shall fail Administrative Agent; (ii) Local Counsel, and (iii) any Lender Financial Advisor, together with all other fees and expenses submitted to the Borrowers and required to be approved at the duly convened meeting of creditors (paid or shall fail to be approved following the duly followed decision procedure in accordance with Rule 15.3 of the Insolvency (England and Wales) Rules 2016), (C) any challenge to the CVA reimbursed pursuant to Section 6 13.01 of the Insolvency Xxx 0000 is upheld by the English court and results in the decision approving the CVA being revoked or suspended or an alternative proposal being put forward to creditors which would, in the reasonable opinion Existing Facility Agreement (including out-of-pocket expenses of the Administrative Agent), shall have a material adverse effect on been paid or reimbursed by the position of the Lenders or Borrowers; and (De) the designated decision date (Borrowers shall have paid, as defined in Rule 15.2 of the Insolvency (England and Wales) Rules 2016) in respect of the CVA has not occurred by 5:00 P.M. (New York City time) on December 25, 2017 (or such later date a retainer for its services as agreed by counsel to the Administrative Agent in its sole discretion) or Agent, $250,000 to White & Case LLP (ix) the Administrative Agent shall not have received, on or it being understood and agreed that prior to the CVA Start Completion Date, copies such retainer shall be an “evergreen” retainer that will be “topped up” periodically upon request accompanied by reasonable detail of any waiversexpected services to be rendered (but no more frequently than one every 30 days), amendmentsand shall not be deemed to be a “cap” on costs, supplemental indentures or other similar documents fees and expenses and that waive or otherwise amend any the receipt of such retainer shall not limit the rights and remedies of the events of default (if any) that would be triggered by the CVA under the Taj DIP Facility Administrative Agent and the Indenture (as defined in Lenders, or the Intercreditor Agreementobligation of the Borrowers under Section 13.01 of the Existing Facility Agreement or otherwise). SECTION 18.