Common use of Conditions Precedent to Consummation of the Clause in Contracts

Conditions Precedent to Consummation of the. Restructuring The occurrence of the Plan Effective Date shall be subject to the following conditions precedent: (i) The Bankruptcy Court shall have (a) entered the Confirmation Order confirming the Plan, (b) entered an order approving the Disclosure Statement and RSA, and (c) entered the DIP Orders approving the DIP Facilities, and all such orders in (a) – (c) shall be consistent with the terms of the RSA in form and substance reasonably acceptable to the Required Consenting Lenders, and shall not be stayed, modified, revised, or vacated and shall not be subject to any pending appeal; (ii) The RSA shall remain in full force and effect and shall not have been terminated, and the parties thereto shall be in compliance therewith; (iii) The DIP Term Loan Facility and the DIP Revolving Loan Facility shall remain in full force and effect and shall not have been terminated, and the parties thereto shall be in compliance therewith (including, without limitation, the minimum liquidity covenants contained therein); (iv) The 2020 Term Loans have been indefeasibly repaid in full in cash; (v) The Plan Supplement, including any amendments, modifications, or supplements to the documents, schedules, or exhibits included therein shall have been filed with the Bankruptcy Court and be consistent with the RSA and this Term Sheet and otherwise reasonably acceptable to the Debtors and the Required Consenting Lenders; provided, that the corporate governance documents for the Reorganized Debtors shall comply with the terms set forth in the Governance Term Sheet and shall be acceptable solely to the Required Consenting 1L Lenders and the Required Consenting 2L Lenders; (vi) The conditions precedent to the effectiveness of the New 1L Term Loan Facility and the New 1L Revolving Facility shall have been satisfied or duly waived (including, without limitation, the minimum liquidity covenants contained therein); (vii) The structure, terms and conditions of the New Securitization Facility shall have been agreed as contemplated in the section “Post-Petition Securitized Debt Facility” above and the conditions precedent to the effectiveness of the New Securitization Facility shall have been satisfied or duly waived; (viii) Any and all requisite regulatory approvals, and any other authorizations, consents, rulings, or documents required to implement and effectuate the Plan shall have been obtained; (ix) Payment of all Consenting Lenders’ Professional Fees (as defined herein) and other amounts contemplated to be paid under the RSA and the Plan; (x) Consenting 2L Lenders, holders of DIP Term Loan Claims, and their Affiliates shall not have acquired (i) more than 25% of the outstanding principal amount of 1L Revolving Loan Claims, (ii) more than 25% of the outstanding principal amount of 1L Term Loan Claims or (iii) more than 25% of the combined outstanding principal amount of 1L Term Loan Claims and DIP Term Loan Claims; and (xii) Such other conditions as mutually agreed by the Company Parties and the Required Consenting Lenders.

Conditions Precedent to Consummation of the. Restructuring The occurrence of the Plan Effective Date shall be subject to the following conditions precedent: (i) • The Bankruptcy Court shall have (a) entered the order confirming the Plan (the “Confirmation Order”), and such Confirmation Order confirming the Plan, (b) entered an order approving the Disclosure Statement and RSA, and (c) entered the DIP Orders approving the DIP Facilities, and all such orders in (a) – (c) shall be consistent with the terms of the RSA in form a Final Order and substance reasonably acceptable to the Required Consenting Lenders, and shall not be stayed, modified, revised, or vacated and shall not be subject to any pending appeal; (ii) The RSA shall remain in full force and effect and effect; • Reorganized Frontier’s New Common Stock shall not have been terminated, and the parties thereto shall be in compliance therewithissued; (iii) The DIP Term Loan Facility and the DIP Revolving Loan Facility shall remain in full force and effect and shall not have been terminated, and the parties thereto shall be in compliance therewith (including, without limitation, the minimum liquidity covenants contained therein); (iv) The 2020 Term Loans have been indefeasibly repaid in full in cash; (v) • The Plan Supplement, including any amendments, modifications, or supplements to the documents, schedules, or exhibits included therein shall have been filed with the Bankruptcy Court and be consistent with the RSA and this Term Sheet and otherwise reasonably acceptable to the Debtors and the Required Consenting LendersCourt; provided, that the corporate governance documents for the Reorganized Debtors shall comply with the terms set forth in the Governance Term Sheet and shall be acceptable solely to the Required Consenting 1L Lenders and the Required Consenting 2L Lenders; (vi) The conditions precedent to the effectiveness of the New 1L Term Loan Facility and the New 1L Revolving Facility shall have been satisfied or duly waived (including, without limitation, the minimum liquidity covenants contained therein); (vii) The structure, terms and conditions of the New Securitization Facility shall have been agreed as contemplated in the section “Post-Petition Securitized Debt Facility” above and the conditions precedent to the effectiveness of the New Securitization Facility shall have been satisfied or duly waived; (viii) • Any and all requisite regulatory approvals, and any other authorizations, consents, rulings, or documents required to implement and effectuate the Plan shall have been obtained; (ix) • Payment of all Consenting Lenders’ Professional Fees (as defined herein) professional fees and other amounts contemplated to be paid under the RSA and the Plan; (x) Consenting 2L Lenders, holders of DIP Term Loan Claims, • The Debtors shall have used commercially reasonable best efforts to analyze and their Affiliates shall not have acquired (i) more than 25% of the outstanding principal amount of 1L Revolving Loan Claims, (ii) more than 25% of the outstanding principal amount of 1L Term Loan Claims or (iii) more than 25% of the combined outstanding principal amount of 1L Term Loan Claims and DIP Term Loan Claimsdevelop a detailed report regarding Virtual Separation; and (xii) • Such other conditions as mutually agreed by the Company Parties and the Required Consenting LendersNoteholders. Releases and Exculpation The releases to be included in the Plan will be consistent with those set forth in Annex 1 to this Term Sheet.13 Fiduciary Out Notwithstanding anything to the contrary herein, nothing in this Term Sheet or any of the Definitive Documents shall require the Company Parties, nor any of the Company Parties’ directors, managers, or officers, to take or refrain from taking any action to the extent such person or persons determines based on advice of counsel that taking such action, or refraining from taking such action, as applicable, would be inconsistent with applicable law or its fiduciary obligations under applicable law; provided, that the Company Parties shall be required to notify the Consenting Noteholders promptly in the event of any such determination, in which case the Consenting Noteholders will have a termination right. The Definitive Documents shall provide that such agreements or undertakings, as applicable, shall be terminable by the Company Parties and the Consenting Noteholders where any Company Parties’ board of directors or similar governing body, determines in good faith and upon the advice of counsel that continued performance would be inconsistent with its fiduciary duties under applicable law. Corporate Governance Documents In connection with the Plan Effective Date, and consistent with section 1123(a)(6) of the Bankruptcy Code, Reorganized Frontier shall adopt customary corporate governance documents, including amended and restated certificates of incorporation, bylaws, and shareholders’ agreements in form and substance reasonably acceptable to the Company Parties and the Required Consenting Noteholders. Such governance documents shall contain indemnification provisions no less favorable than those contained in the existing governance documents of the Company Parties. Director, Officer, Manager, and Employee Insurance On the Plan Effective Date, the applicable Debtors shall be deemed to have assumed all unexpired directors’, managers’, and officers’ liability insurance policies. Exemption from SEC Registration The issuance of all securities in connection with the Plan will be exempt to the extent permitted under section 1145 of the Bankruptcy Code and otherwise pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Conditions Precedent to Consummation of the. Restructuring Plan The consummation of the Plan and the occurrence of the Plan Effective Date shall be subject to the following satisfaction of certain conditions precedent: (i) The Bankruptcy Court shall have (a) entered the Confirmation Order confirming the Plan, (b) entered an order approving the Disclosure Statement and RSA, and (c) entered the DIP Orders approving the DIP Facilities, and all such orders precedent customary in (a) – (c) shall be consistent with the terms transactions of the RSA in form and substance reasonably acceptable to type described herein, including the Required Consenting Lenders, and shall not be stayed, modified, revised, or vacated and shall not be subject to any pending appeal; (ii) following: • The RSA shall remain in full force and effect and shall not have been terminated, and the parties thereto shall be in compliance therewith; (iii) . • The Final DIP Term Loan Facility and the DIP Revolving Loan Facility Order shall remain in full force and effect and shall not have been terminated, and the parties thereto shall be in compliance therewith (including, without limitation, the minimum liquidity covenants contained therein); (iv) The 2020 Term Loans have been indefeasibly repaid in full in cash; (v) The Plan Supplement, including any amendments, modifications, or supplements to the documents, schedules, or exhibits included therein no event of default shall have been filed with the Bankruptcy Court occurred and be consistent with continuing under the RSA and this Term Sheet and otherwise reasonably acceptable to the Debtors and the Required Consenting Lenders; provided, that the corporate governance documents for the Reorganized Debtors shall comply with the terms set forth in the Governance Term Sheet and shall be acceptable solely to the Required Consenting 1L Lenders and the Required Consenting 2L Lenders; (vi) The DIP Facility. • All conditions precedent to the effectiveness of the New 1L Term Loan Exit ABL Facility and the New 1L Revolving Facility shall have been satisfied or duly waived (including, without limitation, the minimum liquidity covenants contained therein); (vii) The structure, having terms and conditions of consistent with this Term Sheet and otherwise consistent with the New Securitization Facility shall have been agreed as contemplated RSA in the section “Post-Petition Securitized Debt Facility” above and the conditions precedent to the effectiveness of the New Securitization Facility all respects shall have been satisfied or duly waived; (viii) Any . • The final version of the Plan supplement and all requisite regulatory of the schedules, documents, and exhibits contained therein, and all other schedules, documents, supplements, and exhibits to the Plan, shall be consistent with the RSA in all respects, and shall have been filed in a manner consistent with the RSA in all respects. • The Debtors and, in respect of any necessary anti-trust approvals, and any other the applicable Consenting Noteholders shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents required that are necessary to implement and effectuate the Plan and each of the other transactions contemplated by the Restructuring. • The Bankruptcy Court shall have entered the Confirmation Order in form and substance consistent with the RSA in all respects and such order shall be a final order. • All fees and expenses (including the fees payable pursuant to Sections 8(f) and 18 of the RSA, the DIP Backstop Fee and the DIP Exit Fee) shall have been obtained; (ix) Payment of all Consenting Lenders’ Professional Fees (as defined herein) and other amounts contemplated to be paid under in full in accordance with the RSA and the Plan; (x) Consenting 2L Lenders, holders of DIP Term Loan Claims, and their Affiliates shall not have acquired (i) more than 25% of the outstanding principal amount of 1L Revolving Loan Claims, (ii) more than 25% of the outstanding principal amount of 1L Term Loan Claims or (iii) more than 25% of the combined outstanding principal amount of 1L Term Loan Claims and DIP Term Loan Claims; and (xii) Such other Credit Agreement. The conditions as mutually agreed precedent may be waived by the Company Parties and Debtors with the consent of the Required Consenting LendersNoteholders. Director and Officer Indemnification Any obligations of the Debtors pursuant to their organizational documents to indemnify current and former officers, directors, agents, and/or employees shall not be discharged or impaired by confirmation of the Plan. Director and officer insurance will continue in place for the directors and officers of all of the Debtors during the Chapter 11 Cases on existing or comparable terms. To the extent not previously obtained, on or prior to the Plan Effective Date, the Debtors shall acquire a standard tail policy covering any director and officer at any time prior to the Plan Effective Date in at least the scope and amount as currently maintained by the Debtors for six years after the Plan Effective Date. Any such tail policy shall not be impaired or terminated by the Plan.

Conditions Precedent to Consummation of the. Restructuring Public -------------------------------------------------- Offering. The occurrence obligations of the Plan Effective Date parties to consummate the Public Offering -------- shall be subject to conditioned on the satisfaction of the following conditions precedent: (i) The Bankruptcy Court shall have conditions: (a) entered The Registration Statement shall have been filed and declared effective by the Confirmation Order confirming the PlanSEC, and there shall be no stop-order in effect with respect thereto; (b) entered an order approving The actions and filings with regard to state securities and blue sky laws of the Disclosure Statement and RSAUnited States, and if any are required, shall have been taken and, where applicable, have become effective or been accepted; (c) The Company shall have entered into the DIP Orders approving Underwriting Agreement and all conditions to the DIP Facilitiesobligations of the Underwriters shall have been satisfied or waived; (d) As of the Public Offering Date, Liberty shall control (within the meaning of Sections 355 and 368(c) of the Code) the Company, and all such orders in (a) – (c) other conditions to permit the Internal Distribution to qualify as a tax-free distribution to Torchmark and the Distribution to qualify as a tax-free distribution to Torchmark shareholders shall, to the extent applicable as of the time of the Public Offering, be satisfied, and there shall be consistent with the terms no event or condition that is likely to cause any of the RSA in form and substance reasonably acceptable foregoing not to be satisfied as of the Required Consenting Lenderstime of the Distribution Date or thereafter; (e) The Shares shall have been approved for listing on the New York Stock Exchange, and shall not be stayed, modified, revised, or vacated and shall not be subject to official notice of issuance; (f) No order, injunction or decree issued by any pending appeal; court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Public Offering or any of the other transactions contemplated by this Agreement or any other agreement or document contemplated by this Agreement shall be in effect; (iig) The RSA Torchmark and the Company shall remain in full force and effect and have received any necessary governmental or regulatory approval or authorization; (h) This Agreement shall not have been terminated, and the parties thereto shall be in compliance therewith; ; (iiii) The DIP Term Loan Facility and Board of Directors of Torchmark or a duly authorized committee of Torchmark directors shall have determined that the DIP Revolving Loan Facility shall remain in full force and effect and shall not have been terminated, and terms of the parties thereto shall be in compliance therewith Public Offering are acceptable to Torchmark; (including, without limitation, the minimum liquidity covenants contained therein); (ivj) The 2020 Term Loans have been indefeasibly repaid in full in cash; (v) The Plan Supplement, including any amendments, modifications, or supplements actions required pursuant to the documents, schedules, or exhibits included therein Section 2.1 shall have been filed with taken; and (k) Such other actions as the Bankruptcy Court and parties may, based upon the advice of counsel, reasonably request to be consistent with the RSA and this Term Sheet and otherwise reasonably acceptable taken prior to the Debtors Public Offering in order to assure the successful completion of the Public Offering, the Spin-Off and the Required Consenting Lenders; provided, that the corporate governance documents for the Reorganized Debtors shall comply with the terms set forth in the Governance Term Sheet and shall be acceptable solely to the Required Consenting 1L Lenders and the Required Consenting 2L Lenders; (vi) The conditions precedent to the effectiveness of the New 1L Term Loan Facility and the New 1L Revolving Facility other transactions contemplated by this Agreement or any other agreement or document contemplated by this Agreement shall have been satisfied or duly waived (including, without limitation, the minimum liquidity covenants contained therein); (vii) The structure, terms and conditions of the New Securitization Facility shall have been agreed as contemplated in the section “Post-Petition Securitized Debt Facility” above and the conditions precedent to the effectiveness of the New Securitization Facility shall have been satisfied or duly waived; (viii) Any and all requisite regulatory approvals, and any other authorizations, consents, rulings, or documents required to implement and effectuate the Plan shall have been obtained; (ix) Payment of all Consenting Lenders’ Professional Fees (as defined herein) and other amounts contemplated to be paid under the RSA and the Plan; (x) Consenting 2L Lenders, holders of DIP Term Loan Claims, and their Affiliates shall not have acquired (i) more than 25% of the outstanding principal amount of 1L Revolving Loan Claims, (ii) more than 25% of the outstanding principal amount of 1L Term Loan Claims or (iii) more than 25% of the combined outstanding principal amount of 1L Term Loan Claims and DIP Term Loan Claims; and (xii) Such other conditions as mutually agreed by the Company Parties and the Required Consenting Lenderstaken.