No. IV.6.10 - Conditions

The initial Incremental Purchase of a Purchaser Interest under this Agreement is subject to the conditions precedent that (a) the Administrative Agent will have received on or before the date of such purchase those documents listed on Schedule B and (b) the Agents and Fifth Third will have received all fees and expenses required to be paid on such date pursuant to the terms of this Agreement and the applicable Fee Letter.

The obligations of the Underwriter hereunder shall be subject to the performance by the Partnership, Pittston, the Parent Company and the Issuer of their obligations to be performed hereunder at and prior to the Closing and to the following conditions (...) at the time of the Closing the {X} Documents shall be in full force and effect in the form heretofore approved by {Names of the Parties} (...)

The obligation of the Underwriter to accept delivery of and pay for the Bonds on the Closing shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations, warranties and agreements on the part of the Issuer contained herein as of the date hereof and as of the Closing, to the accuracy in all material respects of the statements of the officers and other officials of the Trustee, the Bank and the Issuer made in any certificates or other documents furnished pursuant to the provisions hereof or of the Program Documents, and to the performance by the Issuer of its obligations, as applicable, to be performed hereunder and under the Program Documents at or prior to the Closing and to the following additional conditions (...) at or prior to the Closing, the Underwriter shall have received the following documents, in each case satisfactory in form and substance to the Underwriter {List of Documents}

(...) This Contract becomes valid and the respective obligations of the Seller and the Buyer to sell and deliver and to purchase and take delivery come into effect subject to satisfaction (...) of all the following conditions precedent: the Buyer woll receive a valid and effective guarantee of {X} Corporation (...) the Buyer will receive in original copies documents (in particular a power of attorney) confirming {Y} authority to sign this Contract in the name of the Seller (...) if (...) any of the above conditions precedent is not satisfied, this Contract shall be of no force and effect and the Parties shall habe no liability under this Contract.

The Purchaser's obligation to purchase and pay for the Bonds which is to be delivered as the initial installment hereunder is subject to the fulfillment of the following conditions at or before such delivery, any one or more of which may be waived by the Purchaser: (a) The Lease, the Indenture and this Bond Purchase Agreement shall have been duly authorized, executed and delivered by the respective parties thereto, in substantially the forms heretofore approved by the Purchaser, with only such changes therein as the Purchaser, the Issuer and the Lessee shall mutually agree upon; (b) The Bond to be initially delivered shall have been duly authorized, executed and authenticated in accordance with the provisions of the Indenture; (c) The Purchaser shall have received the following documents (...)

If any of the conditions to the obligations of the Underwriter contained in Section {X} or elsewhere in this Bond Purchase Agreement shall not have been satisfied when and as required herein, all obligations of the Underwriter hereunder may be terminated by the Underwriter at, or at any time prior to, the Closing by written notice to the Partnership and the Issuer.

Seller's Conditions to Closing. The obligations of Seller to consummate the transactions provided for herein are subject to and contingent upon the satisfaction of the following conditions or the waiver of same by Seller in writing (...) All representations and warranties of Buyer contained in this Agreement shall be true and correct as of the date made and as of the Close of Escrow with the same effect as though such representations and warranties were made at and as of the Close of Escrow (...) Buyer shall have performed and satisfied all agreements and covenants required hereby to be performed by Buyer prior to or at the Close of Escrow (...) Buyer and Seller shall have agreed on the terms and form of a Management Agreement (...)

(...) the rights and obligations under this Agrement and the transactions contemplated in this Agreement are subject to the following condition precedent: the transactions contemplated by this Agreement shall have been or shall be treated as being approved by under (...) rules (...) the Sellers shall not be obliged to effect the Closing if (...) the Purchaser's guarantees set forth under this Agreement are incorrect, in any material respect and the Purchaser has not complied with its covenants and agreements contained in this Agreement, in any material respect.

This Agreement shall become effective on and as of the Agreement Effective Date; provided that the initial Purchase under this Agreement is subject to the following conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) satisfactory to the Administrator and each Purchaser Agent (...)

(...) The obligation of the Underwriter to purchase the Additional Series X Bonds on each Closing Date is subject to (i) receipt by the Underwriter of: (A) satisfactory approving Opinions of counsel to the Bank and the Company and confirmation that the Opinion of Bond Counsel delivered on the Initial Closing Date and attached as an appendix to the Official Statement has not been withdrawn or amended, restated or otherwise changed in form or substance (...) (B) a letter from any Rating Agency reaffirming its then rating on all outstanding Series X Bonds as also applicable to the Additional Series X Bonds (...) and (C) such other documents, instruments, approvals and opinions as the Underwriter may reasonably request; (ii) satisfaction of the other conditions specified in the Indenture; (iii) receipt by the Underwriter of evidence satisfactory to it (...) that (A) the representations of the Issuer (...) and the representations of the Company (...) remain true and correct on each Closing Date as though made on and as of such Closing Date with respect to all Series X Bonds to be outstanding on such Closing Date, and (B) no event referred to in Section X (...) has occurred and is continuing (...)

If the Issuer and the Company are unable to satisfy the conditions to the obligations of the Underwriter set forth in this Bond Purchase Agreement, or if the obligations of the Underwriter are terminated by the Underwriter for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement will terminate, and none of the Issuer, the Company or the Underwriter will be under further obligation hereunder (...)

The obligation of the Purchaser to purchase the Bonds and the obligation of the Issuer to sell the Bonds are subject to satisfaction of the following conditions precedent: (a) The representations of the Issuer, the Purchaser and the Company in this Agreement will be true and correct on and as of the Closing Date as if made on and as of the Closing Date. (b) As of the Closing Date, no Default (as defined in the Indenture) or Event of Default (as defined in the Lease) will have occurred and be continuing, and no event will have occurred and be continuing which, with the lapse of time or the giving of notice or both, would constitute a Default or Event of Default. (c) On or before the Closing Date, all actions required to be taken as of the Closing Date in connection with the Bonds, the Bond Ordinance and the Bond Documents by the Issuer and the Company will have been taken, and the Issuer and the Company will each have performed and complied with all agreements, covenants and conditions required to be performed or complied with by the Bond Ordinance and the Bond Documents. (d) The Indenture will have been duly executed and delivered by the Issuer and the Trustee. The Lease will have been duly executed by the Issuer and the Company. Each of the Bond Documents, the Bond Ordinance and all other official action of the Issuer relating to the Bonds, the Project and the Bond Documents will be in full force and effect on the Closing Date and will not have been amended, modified or supplemented on or before the Closing Date (...)

The obligations of Buyer and Seller to proceed to closing this Agreement are subject to the satisfaction or waiver of all the following conditions, which must occur on or before the Date for Closing (...) Buyer has received approvals (...) Completion of a financial audit (the "Audit") satisfactory to X at its sole determination (...) Completion of due diligence by X with respect to (...) Buyer has obtained a report of a Lien and Encumbrance search demonstrating that the Assets are free and clear of liens, encumbrances and judgments.

Notwithstanding any other provisions of this Purchase and Sale Contract, Buyer's obligation under this Purchase and Sale Contract are subject to and conditional upon Buyer receiving, in a form acceptable to Buyer in its sole discretion, an executed waiver and release (the "Waiver") from X at or prior to Closing whereby X consents to Seller entering into this Purchase and Sale Contract and whereby X releases its security interest in and to the Assets.

Subject to Newco having entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company, in connection with its consideration of whether to submit its own Acquisition Proposal, during the Acquisition Proposal Notice Period, Newco shall be entitled to examine, at its expense, and the Company shall make available to Newco, the Company's books of account and records and to discuss the Company's affairs, finances and accounts with its officers, and Company shall make such officers available for such purpose, all at such times as may be reasonably requested by Newco during the Company's normal business hours, on terms substantially similar to those granted to a third party, if any, that has submitted and Acquisition Proposal that has been the subject of an Acquisition Proposal Notice.

The obligation of the Trust to accept delivery of the Shares on the Closing Date is subject to the following conditions: The Trust shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Executive Officer, the President, any Executive or Senior Vice President or any Vice President and a principal financial or accounting officer of the Company, to the effect that the representations and warranties of the Company contained in this Agreement are true and correct, in all material respects, as of the Closing Date and that the Company has complied, in all material respects, with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

No Y Noteholder has any obligation to purchase the Y Notes hereunder on the {X} Closing Date unless (...) the Base Indenture, the {X} Supplement and each other {X} Related Document shall be in full force and effect as of such {X} Closing Date (...) as of the {X} Closing Date, each Y Noteholder shall have received copies of (i) the Certificate of Incorporation and By-Laws of X and the certificate of formation and limited liability company agreement of X (...) certified by the Secretary of State of the state of organization, as the case may be, (ii) board of directors resolutions of X and Y with respect to the transactions contemplated by the {X} Supplement and this Agreement, (iii) an incumbency certificate of X and Y, each certified by the secretary or equivalent officer of the related entity in form and substance reasonably satisfactory to such Y Noteholder, (iv) with respect to Y, certificates of good standing from the Secretary of State of the States of Delaware and Massachusetts and (v) with respect to X, a certificate of good standing from the Secretary of State of the State of Delaware (...)

The obligation of each Y Noteholder to fund the initial Borrowing hereunder shall be subject to the satisfaction of the conditions precedent that (i) each Y Noteholder shall have received an original duly executed and authenticated Y Note registered in its name or in such other name as shall have been directed by it and stating that the principal amount thereof shall not exceed the Y Noteholder Commitment Amount of such Y Noteholder (ii) X shall have paid all fees required to be paid by it on the Y Closing Date, including all fees required hereunder and (iii) each Y Noteholder shall have received evidence satisfactory to them of the completion of all UCC filings as may be necessary to perfect or evidence the assignment by X to the Trustee or the Collateral Agent on behalf of the Trustee of its interests in the Collateral, the proceeds thereof and the other security interests granted pursuant to the Base Indenture, the Collateral Agency Agreement and the X Lease.

The obligations of Buyer to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Buyer (...) Seller and/or the applicable Subsidiary shall have delivered all of the documents required under Section 7.1 and shall have otherwise performed in all material respects all obligations and agreements and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to or at the Closing, including executing the Collateral Agreements (...)

The closing of the purchase and sale of the Assets will be subject to the following conditions, which much be satisfied at or prior to the Closing unless otherwise specified: (...) at any time after the Closing Date, upon either party's written request and without further consideration, the other party shall take such other actions as the requesting party may reasonably deem necessary or desirable in order to consummate the terms of, obligations under and transactions contemplated by, this Agreement.

The obligations of each of the Investors at Closing are subject to the fulfillment on or by Closing of each of the following conditions, unless otherwise waived in writing by such Investor: The representations and warranties of the Company contained in Section X shall be true and correct in all material respects. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing. The Underwriters shall have purchased, concurrent with the purchase of the Shares by the Investors hereunder, the Underwritten Securities (as defined in the Underwriting Agreement) at the same purchase price (less any underwriting discounts or commissions) per share payable by the Investors hereunder. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be duly obtained and effective as of the Closing, other than (a) the filing pursuant to Regulation D, promulgated under the Securities Act and (b) the filings required by applicable state "blue sky" securities laws, rules and regulations.

The obligation of Purchaser to effect the Initial Repurchase Closing is subject to the satisfaction or waiver of each of the following conditions: (a) Purchaser Shareholder Approval shall have been obtained. (b) There shall not be any Law in effect or Order by any Governmental Authority of competent jurisdiction the effect of which is to directly or indirectly enjoin, make illegal or otherwise prohibit or restrict consummation of the Initial Repurchase. There shall not be pending or threatened any Action brought by a Governmental Authority of competent jurisdiction seeking to enjoin, make illegal or otherwise prohibit or restrict consummation of the Initial Repurchase (...)

The obligation of Sellers to effect the Initial Repurchase Closing is subject to the satisfaction or waiver of each of the following conditions (…) there shall not be any Law in effect or Order by any Governmental Authority of competent jurisdiction the effect of which is to directly or indirectly enjoin, make illegal or otherwise prohibit or restrict consummation of the Initial Repurchase. There shall not be pending or threatened any Action brought by a Governmental Authority of competent jurisdiction seeking to enjoin, make illegal or otherwise prohibit or restrict consummation of the Initial Repurchase.

The obligation of X to complete the transactions contemplated in this Agreement shall be subject to the satisfaction of, or compliance with, at or before each of the Closings, of each of the following conditions precedent (each of which may be waived by X in whole or in part): (a) Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material respects on the date hereof and on and as of such Closing Date, other than such representations and warranties that expressly speak only as of a specific date or time, which will be true and correct as of such specified date or time, and a duly authorized officer of the Company shall certify in writing such compliance. (b) Covenants. The Company shall have, in all material respects, performed all obligations and complied with all covenants required hereunder to be performed by it at or prior to such Closing, and a duly authorized officer of the Company shall certify in writing such performance. (c) Qualifications and No Legal Impediments. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any Governmental Body that would, as of such Closing Date, prevent the issuance or sale of the New Shares to be issued and sold at such Closing; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of such Closing Date, prevent the issuance or sale of the New Shares to be issued and sold at such Closing. (d) No Material Adverse Effect. There shall not have occurred a Material Adverse Effect after the date of this Agreement.

The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place on {Month} {Day}, {Year} (the "Closing Date"), provided that the obligations of the Sellers and the Company to consummate the transactions contemplated by this Agreement shall be conditioned upon there being no injunction or other order, judgment, law, regulation, decree or ruling or other legal restraint or prohibition having been issued, enacted or promulgated by a court or other governmental authority of competent jurisdiction that would have the effect of prohibiting or preventing the consummation of the transactions contemplated hereunder.

Purchaser's obligation to purchase and pay for the Notes and Warrants to be sold to Purchaser at the Closing is subject to the fulfillment to Purchaser's satisfaction or waiver by Purchaser, prior to or at the Closing, of the following conditions (...) the representations and warranties of the Company in this Agreement and the Bridge Loan Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects and each other representation and warranty of the Company contained in this Agreement and the Bridge Loan Agreement shall be true and correct in all material respects (...) the Company shall have performed and complied with all agreements and covenants contained in this Agreement required to be performed or complied with by it prior to or at the Closing and after giving effect to the issue and sale of the Notes and Warrants (and the application of the proceeds thereof) no Default or Event of Default under the Notes shall have occurred and be continuing (...)

The obligation of the Purchaser to complete the transactions contemplated by this Agreement is subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions (any of which may be waived by the Purchaser, in whole or in part) (...)

The obligation of the Bank to make the initial extension of credit and/or the first Advance hereunder is subject to the conditions precedent that the Bank shall have received before the date of such extension of credit and/or the first Advance all of the following, in form and substance satisfactory to the Bank: Authority to Borrow (...) Guarantors (...) Subordinations (...) Loan Fees (...) Audit (...) Miscellaneous Documents (...)

Bank's obligation to make the inital Advance is subject to the condition precedent that it receive the agreements, documents and fees it requires (...)

The closing of the Loan Agreement and the other transactions contemplated hereby will be conditioned upon a variety of items for the benefit of X (which may be waived by X in its sole discretion only in a writing signed by X), including but not limited to the following: (a) The parties shall have negotiated the definitive agreements on terms acceptable to X in its sole discretion. (b) All representations and warranties of the Company in the definitive agreements shall be true at the signing dates and as of the closing dates. (c) The Company shall have performed all of its pre-closing covenants contained in the definitive agreements. (d) X shall have completed its business and legal due diligence and approved the same in its sole discretion. (e) There shall have been no material adverse change or effect that, individually or when taken together with all other changes or effects, is or could be likely to be materially adverse to the business assets, financial condition, operations, capitalization, or prospects of the Company and its subsidiaries. The closing of the Loan Agreement shall be subject to applicable customary conditions for the benefit of the Company, but in no event more extensive than the conditions contained in the Company’s loan documents with Y.

Bank's obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation (...)

Bank's obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: (a) except as otherwise provided in Section X, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower's representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank's sole discretion, there has not been a Material Adverse Change.

The obligation of each Lender to make a Loan on the Borrowing Date is subject to the satisfaction of such of the following conditions as shall not have been expressly waived in writing by the Required Lenders (...)

Bank's obligation to fund the Term Loan is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following documents, and completion of the following matters and the following conditions precedent (...)

Lender's obligation to make any Advance to or for the account of Borrower under this Agreement is subject to the following conditions precedent, with all documents, instruments, opinions, reports, and other items required under this Agreement to be in form and substance satisfactory to Lender: (1) Lender shall have received evidence that this Agreement and all Related Documents have been duly authorized, executed, and delivered by Borrower to Lender. (2) Lender shall have received such opinions of counsel, supplemental opinions, and documents as Lender may request. (3) The security interests in the Collateral shall have been duly authorized, created, and perfected with first lien priority and shall be in full force and effect. (4) All guaranties required by Lender for the credit facility(ies) shall have been executed by each Guarantor, delivered to Lender, and be in full force and effect. (5) Lender, at its option and for its sole benefit, shall have conducted an audit of Borrower's Accounts, books, records, and operations, and Lender shall be satisfied as to their condition. (6) Borrower shall have paid to Lender all fees, costs, and expenses specified in this Agreement and the Related Documents as are then due and payable. (7) There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement, and Borrower shall have delivered to Lender the compliance certificate called for in the paragraph below titled "Compliance Certificate."

Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements perfecting Lender's Security Interests; (4) evidence of insurance as required below; (5) guaranties; (6) together with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender's counsel. Borrower's Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require. Fees and Expenses Under This Agreement. Borrower shall have paid to Lender all fees, costs, and expenses specified in this Agreement and the Related Documents as are then due and payable. Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document.

As a condition precedent to the funding of the Loan, the conditions precedent set forth in Paragraph X must be satisfied and the Lender must receive the following from the Borrower in form satisfactory to the Lender: the enclosed duplicate of this Agreement (...) a copy of the articles of incorporation of the Borrower (...) a certificate of incumbency; if requested by the Lender, a promissory note (...) a good standing certificate for the Borrower (...) a legal opinion of counsel to the Borrower; such other documents and certificates as the Lender may reasonably request; and evidence of payment of fees and out-of-pocket expenses of the Lender (...)

The order of the Bankruptcy Court confirming the Plan shall be acceptable in form and substance to X and the Committee and shall include a provision approving this Agreement as a compromise, entitling this Agreement and the parties hereto to all of the benefits and protection that would have resulted from the granting of a motion by the Trustee for approval of this Agreement, under Rule 9019(a) of the Federal Rules of Bankruptcy Procedure (...) If the Bankruptcy Court shall fail or refuse to confirm the Plan, shall confirm any other plan of reorganization in the Bankruptcy Case, or shall convert the Bankruptcy Case to a liquidation under chapter 7 of the Code, then, at the option of either party hereto, this Agreement, and all obligations of the parties under this Agreement, shall be terminated, and no party (nor any other person or entity) shall have any further rights under this Agreement.

As a condition precedent to receiving any distribution pursuant to the Plan on account of an Allowed Claim evidenced by Senior Notes or Senior Subordinated Notes, the Holder of such Claim must tender, as specified in this Article VI.I, the applicable Senior Notes or Senior Subordinated Notes to the applicable Reorganized Debtor or Disbursing Agent, together with any letter of transmittal required by such Reorganized Debtor or Disbursing Agent (...)

The following are conditions precedent to Confirmation of this Plan that must be (i) satisfied or (ii) waived in accordance with Article X below: 1. The Bankruptcy Court shall have entered the Confirmation Order in form and substance reasonably acceptable to the Debtors and the Agent on or before {Month} {Day}, {Year}. 2. The Plan and the Exhibits hereto (as confirmed or approved by the Confirmation Order) shall be in form and substance satisfactory to the Debtors and the Agent, in consultation with the Prepetition Lenders (...)

The following are conditions precedent to Consummation of this Plan that must be (i) satisfied or (ii) waived in accordance with Article X below: 1. All conditions to Confirmation of this Plan set forth in Article X shall remain satisfied. 2. Each order of the Bankruptcy Court referred to in Article X shall have become a Final Order (...) 4. The Debtors' available liquidity, including cash and unused commitments under the New Bank Facility (after giving effect to the distributions to be made on or about the Effective Date pursuant to the Plan), shall be an amount acceptable to the Debtors and the Agent, in consultation with the Prepetition Lenders. 5. Since {Month} {Day}, {Year}, there shall have been no material adverse change with respect to the Debtors' results of operations, the Debtors' projections attached to the Disclosure Statement or the reasonable likelihood of the Debtors achieving such projections (...)

The obligation of Parent and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law) (...) the representations and warranties of the Company set forth in this Agreement shall be true and correct at and as of the Closing (...) the Company and X shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with (...)

The Plan shall not be confirmed, and the Confirmation Date shall not be deemed to occur, unless and until the Confirmation Order, in form and substance satisfactory to the Proponents, has been entered on the docket maintained by the Clerk of the Bankruptcy Court.

The Effective Date shall not occur and the Plan shall not become effective unless and until the following conditions have been satisfied in full or waived by the Proponents in writing (...)

Except as expressly set forth herein, this Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order and the Effective Date shall have occurred. Neither the filing of this Plan, any nor statement or provision contained herein, nor the taking of any action by the Debtors with respect to this Plan shall be or shall be deemed to be an admission or waiver of any rights of the Debtors prior to the Effective Date. If the Plan is not confirmed by a Final Order, or if the Plan is confirmed and does not become effective, the rights of all parties in interest in the Bankruptcy Cases are and shall be reserved in full. Any concessions or settlements reflected herein, if any, are made for purposes of the Plan only, and if the Plan does not become effective, no party in interest in the Bankruptcy Cases shall be bound or deemed prejudiced by any such concession or settlement.

The respective obligations of each Party to effect the Merger shall be subject to the satisfaction (or waiver by the Party entitled to the benefit thereof, to the extent permitted by Law) at or prior to the Effective Time of the following conditions (...)

In the event any Company Stock Certificates shall have been lost, stolen or destroyed, Acquiror shall issue, or shall cause to be issued, in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof, such consideration, if any, as may be required pursuant to Section X hereof or the Spreadsheet, as applicable; provided, however, that Acquiror shall, as a condition precedent to the issuance thereof, require the Company Stockholder who is the owner of such lost, stolen or destroyed certificates to deliver a bond in such amount as it may reasonably direct, indemnifying Acquiror, the Company, the First-Surviving Corporation and the Surviving Corporation against any claim that may be made against Acquiror, the Company, and the Surviving Corporation with respect to the certificates or agreements alleged to have been lost, stolen or destroyed.

The obligations of Acquiror and Merger Sub to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by Acquiror and Merger Sub: The representations and warranties of the Company in this Agreement (other than the representations and warranties of the Company as of a specified date, which shall be true and correct as of such date) shall have been true and correct on the date they were made and shall be true and correct in all material respects (...) Since the date hereof, there shall not have occurred any event or condition of any kind or character that has had or could be reasonably expected to have, either individually or in the aggregate with all such other events or conditions, a Material Adverse Effect with respect to the Company (...) There shall be no action, suit, claim, order, injunction or proceeding of any nature pending, or overtly threatened, against Acquiror or the Company, their respective properties or any of their respective officers, directors or Subsidiaries (x) by any Person arising out of, or in any way connected with, the Merger or the other transactions contemplated by the terms of this Agreement or (y) by any Governmental Entity arising out of, or in any way connected with, the Merger or the other transactions contemplated by the terms of this Agreement (...) 

The respective obligations of Parent and Sub to effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction (or waiver by Parent or Sub, as applicable), at or prior to the Effective Time, of the following conditions (...) each of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects (...) stockholders constituting the Sufficient Stockholder Vote shall have approved this Agreement, the Merger and the transactions contemplated hereby, including the appointment of the Securityholder Representative (...)

The respective obligations of the Parties under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to Closing, of the conditions that (...) there shall not have been entered a preliminary or permanent injunction, temporary restraining order or other judicial or administrative order or decree of any Governmental Entity (an "Order") the effect of which prohibits the Closing, and no litigation, arbitration, investigation or administrative proceeding seeking to enjoin, restrict or prevent the consummation of the transactions contemplated by this Agreement or any of the Joint Venture Agreements, or seeking to prohibit or limit the ability of the Joint Venture Company, X or Y to conduct the business contemplated by the Joint Venture Agreements, shall be pending before any Governmental Entity (...)

The Chinese Parties acknowledge X is entering into this Contract based upon information supplied by the Chinese Parties, and the validity of this Contract shall be come into force upon completion of a due diligence report that satisfies X.

X acknowledge that the payment of the capital contribution and investments in Z (but not the Deposit) as contemplated herein by Y is, as stipulated by the Listing Rules of the Stock Exchange of Hong Kong, subject to the approval of the shareholders of Y. Y agrees to use its best efforts to secure the approval of its shareholders as soon as practicable and confirms that its directors and their associates have undertaken to vote in favour of such resolutions. Y confirm that arrangements between Z and the joint venture in relation to the operations of the joint venture's casinos shall be given effect to irrespective of such shareholders' approval. If the approval of Y's shareholders of the payment of the capital contribution and investments in Z is not obtained, then, the parties will discuss and agree on alternative arrangements in connection with Z and the joint venture on the principle that, taking the joint venture and the business of Z together, the parties and their affiliates shall contribute equally to the capital and shall share equally in the risks, liabilities, commitments and economic values and benefits associated with the businesses of the joint venture.

A Transfer will not be treated as a Transfer permitted under Section X unless and until all of the following conditions are satisfied (a) the transferor and transferee execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and the transferee executes and delivers to the Company a joinder to this Agreement in a form reasonably satisfactory to the Company to be bound by the terms and conditions of this Agreement to the same extent that the transferring Member was so bound (…) (b) notwithstanding anything to the contrary in this Agreement, no Member shall be permitted to Transfer its Units or any portion thereof to the extent such Transfer would be in violation of applicable Law (including securities laws and regulations and all X Laws) or would cause a default under any agreement or instrument to which the Company is a party or by which it is bound.

It is agreed that during the lease term of the Premises, this Contract shall be terminated upon occurrence of any of the following circumstances: The use right of the land occupied by the Premises is reclaimed before the due date according to law; The Premises can not satisfy the purpose stipulated herein; The Premises are requisitioned due to public interest or urban construction according to law; The Premises are damaged, destroyed or assessed as dangerous building; or Any event of force majeure.

At or prior to the Date of Issuance, the Underwriter shall have received the following documents, in each case satisfactory in form, scope and substance to the Underwriter (...) a certificate of the Bank, dated the Date of Issuance, signed by an authorized representative of the Bank to the effect that all conditions precedent to the issuance of the Letter of Credit, including those specified in the Credit Agreement, have been satisfied or have been waived (...)

There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.

The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by (...)

The obligation of Borrower to immediately reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, such Letters of Credit, and the Letter of Credit Application.

The Borrower's obligation to pay the X Obligations shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of the Letter of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under the Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect (...)

None of Purchaser or Sellers may rely on the failure of any condition set forth in this Article to be satisfied if such failure was caused by such Party's failure to use the standard of effort required from such Party by this Agreement (including Section X) to consummate the Transactions.

If each of the conditions to occurrence of the Effective Date set forth in Article VIII.B. has not been satisfied or duly waived on or before the first Business Day that is 180 days after the Confirmation Date, or such later date as shall be determined by the Debtors, the Confirmation Order may be vacated by the Bankruptcy Court. If the Confirmation Order is so vacated, the Plan shall be null and void in all respects, and nothing contained in the Plan shall constitute a waiver or release of any Claims or Equity Interests against any of the Debtors or release of any claims or interests by the Debtors or the Estates.