Common use of Conditions Precedent to the Effective Date Clause in Contracts

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of the Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of the following conditions precedent: (a) This Court will have entered the Approval Order; (b) After giving effect to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than the occurrence of the Effective Date) to consummation of the Initial Exchange and the Exchange Offers shall have been satisfied or waived in accordance with the terms thereof; (d) The Rehabilitator, AAC, and AFG will have received from the Internal Revenue Service a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AAC.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to the provisions of this Plan is subject Article IX.B hereof: 1. the Restructuring Support Agreement shall not have been terminated and shall be in full force and effect and there shall be no breach or other event that would give rise to satisfaction or waiver (a right to terminate the Restructuring Support Agreement as to all parties thereto for which notice has been given in accordance with Section 5.3 below) of the following conditions precedent:terms thereof; (a) This 2. the Bankruptcy Court will shall have entered the Approval Cash Collateral Orders; 3. the Bankruptcy Court shall have entered the Confirmation Order, in form and substance consistent with the Restructuring Support Agreement (including the consent rights therein), which shall be a Final Order; 4. each Restructuring Document shall have been executed (bor deemed executed) After giving effect to or Filed, as applicable, in form and substance consistent with the transactions contemplated by this Restructuring Support Agreement and the Plan, AAC will and shall not have sufficient capital been modified in a manner inconsistent therewith, and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to consummation the effectiveness of the Initial Exchange and the Exchange Offers Restructuring Documents shall have been satisfied or duly waived in writing in accordance with the terms thereofof the applicable Restructuring Document; (d) The Rehabilitator5. all actions, AACdocuments, and AFG will agreements necessary to implement and consummate the Plan shall have received from been effected and executed (or deemed executed); 6. the Internal Revenue Service a ruling, New Common Stock shall have been issued; 7. the New Warrants shall have been issued in form accordance with the New Warrant Agreement. 8. the Takeback Exit Documents shall have been duly executed and substance reasonably satisfactory delivered by all of the Entities that are parties thereto (provided that Holders of Allowed First Lien Senior Secured Notes Claims and Holders of Allowed Second Lien Term Loan Claims shall be deemed to be parties to the Rehabilitator, AAC, Takeback Exit Documents without the requirement to deliver signature pages thereto) and AFG, that neither all conditions precedent (i) other than any conditions related to the satisfaction occurrence of the Deferred Amounts pursuant Effective Date) to this the effectiveness of the Takeback Exit Facility shall have been satisfied or duly waived in writing in accordance with the terms of the Takeback Exit Documents and the closing of the Takeback Exit Facility shall have occurred; 9. the New RCF Documents, as applicable, shall have been duly executed and delivered by all of the Entities that are parties thereto and all conditions precedent (other than any conditions related to the Effective Date) to the effectiveness of the New RCF shall have been satisfied or duly waived and the closing of the New RCF shall have occurred. 10. all undrawn Existing Letters of Credit shall be cash collateralized, to the extent not already cash collateralized; 11. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by and the Definitive Documents will be a “designated event” for purposes Restructuring Transactions; 12. all fees and expenses of Internal Revenue Service Notice 2004-37retained professionals that require the Bankruptcy Court’s approval shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date shall have been placed in the Professional Escrow Account pending the Bankruptcy Court’s approval of such fees and expenses; and (e) AAC will have received opinions from Sidley Austin LLP regarding 13. all fees, expenses, and other amounts payable to the tax treatment of those aspects of Consenting Stakeholders pursuant to the Transaction Mechanics, this Restructuring Support Agreement and the Agents pursuant to the Cash Collateral Orders and the Plan, the Exchange Offersincluding, without limitation, the Waiver and Amendment to Settlement AgreementRestructuring Expenses, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, have been paid in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACfull.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of The following are conditions precedent to the Effective Date of this Plan is subject that must be satisfied, waived pursuant to satisfaction Section 8.2 hereof, or waiver (in accordance are conditions that must be satisfied substantially contemporaneous with Section 5.3 below) consummation of the following conditions precedentRestructuring Transactions, as applicable: (a) This Court will the following documents shall be in full force and effect substantially contemporaneous with the consummation of the Restructuring Transactions, and shall not be stayed, modified, revised, or vacated, or subject to any pending appeal, and shall not have entered been terminated prior to the Approval OrderEffective Date: (a) the New Organizational Documents; (b) the Exit Facility Documents; (c) the Equity Rights Offering Documents; (d) the Management Incentive Plan; (e) the Common Equity Convenience Buyout Documents; (f) such other motions, orders, agreements, and documentation necessary or desirable to consummate and document the transactions contemplated by the Restructuring Support Agreement and this Plan; (g) to the extent not included in the foregoing, all financing documents needed to effectuate the Restructuring Transactions, and (h) all other material customary documents delivered in connection with transactions of this type (including, without limitation, any and all other documents implementing, achieving, contemplated by or relating to the Restructuring Transactions); (b) After giving effect (i) the Restructuring Support Agreement shall not have been terminated by any party thereto in accordance with the provisions thereof; (ii) the Restructuring Support Agreement shall not have been invalidated or deemed unenforceable by the Bankruptcy Court or any other Governmental Unit; and (iii) to the transactions contemplated by this Planextent not otherwise waived, AAC will have sufficient capital and claims-paying resources for AAC there shall not be continuing any properly noticed cure period with respect to effectuate any event, occurrence, or condition that would permit the Required Consenting Senior Noteholders to terminate the Restructuring Support Agreement in accordance with its terms following the end of this Plan, as determined by the Rehabilitator in his sole and absolute discretionsuch cure period; (c) All conditions (other than the occurrence each of the Effective Date) to conditions precedent for consummation of the Initial Exchange and transactions contemplated in Section 7.1 of the Exchange Offers Equity Rights Offering Backstop Commitment Agreement shall have been satisfied or waived in accordance with the terms thereof; (d) The Rehabilitator, AAC, and AFG will have received from the Internal Revenue Service a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AAC.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence It shall be a condition to Consummation of the Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of that the following conditions precedentshall have been satisfied or waived pursuant to the provisions of Article X.B of the Plan: 1. the Bankruptcy Court shall have approved the Disclosure Statement, in form and substance acceptable to the Debtors, the Committee, the Supporting Noteholders, the Purchaser, and (asolely with respect to any terms thereof that affect the rights of the PoJo Parties) This Court will have the PoJo Parties, as containing adequate information and entered the Approval OrderDisclosure Statement Order in form and substance reasonably acceptable to the Debtors, the Purchaser Parties, the Committee, and the Supporting Noteholders, and (solely with respect to any terms thereof that affect the rights of the PoJo Parties) the PoJo Parties; (b) After giving effect 2. the Confirmation Order, in form and substance acceptable to the transactions contemplated by this PlanDebtors, AAC will the Committee, the Supporting Noteholders, the Purchaser, EIX (solely with respect to terms inconsistent with, or implementing, the EIX Settlement Agreement), and (solely with respect to any terms thereof that affect the rights of the PoJo Parties) the PoJo Parties shall have sufficient capital been duly entered and claims-paying resources for AAC shall not be subject to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretiona stay; (c) All 3. all closing conditions (and other than conditions precedent in the occurrence of the Effective Date) to consummation of the Initial Exchange and the Exchange Offers Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof; (d) The Rehabilitator4. the EIX Settlement Conditions shall have been satisfied or waived in accordance with the terms thereof; 5. each of the transactions described in Article V.G shall have been implemented; 6. the New Interests shall have been issued and delivered, AACas applicable, and AFG will all conditions precedent to the consummation of the transactions contemplated therein shall have received from been waived or satisfied in accordance with the Internal Revenue Service a rulingterms thereof and the closing of the transactions contemplated by such agreements shall have occurred; 7. the New Governance Documents, in form and substance reasonably satisfactory acceptable to the RehabilitatorDebtors, AACthe Committee, and AFGthe Supporting Noteholders, shall be deemed to be valid, binding, and enforceable in accordance with their terms; 8. the Supporting Noteholder Fees, and subject to Article IV.X of the Plan, the EME Senior Notes Indenture Trustee Fees, shall have been paid in full in Cash; 9. the Professional Fee Escrow shall have been established and funded in Cash in accordance with Article II.C.1 of the Plan; 10. the Compensation and Benefits Programs Escrow shall have been established and funded in Cash in accordance with Article IV.H of the Plan; 11. the Disputed Claims Reserve shall have been established and funded; 12. the Wind Down Budget shall have been agreed upon by the Debtors, the Committee, and the Supporting Noteholders, and funds sufficient to satisfy the Wind Down Budget shall have been appropriately reserved; 13. the Plan Supplement, including any amendments, modifications, or supplements to the documents, schedules, or exhibits included therein shall be in form and substance reasonably acceptable to the Debtors, the Purchaser, the Committee, the Supporting Noteholders, (solely with respect to terms inconsistent with, or implementing, the EIX Settlement Agreement) EIX, and (solely with respect to any terms thereof that neither (iaffect the rights of the PoJo Parties) the satisfaction PoJo Parties and shall have been filed with the Bankruptcy Court pursuant to the terms of the Deferred Amounts pursuant to this Plan nor (ii) Plan; 14. all governmental and material third-party approvals and consents, including Bankruptcy Court and any exchange by AAC for Senior Surplus Notes required FERC authorization, necessary in connection with the transactions contemplated by the Definitive Documents will Plan shall be in full force and effect (which, in the case of an order of judgment of any Court, shall mean a “designated event” for purposes of Internal Revenue Service Notice 2004-37Final Order), and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose materially adverse conditions on such transactions; and 15. all documents and agreements necessary to implement the Plan shall have (ea) AAC been tendered for delivery, and (b) been effected or executed by all Entities party thereto, or will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects be deemed executed and delivered by virtue of the Transaction Mechanics, this Plan, effectiveness of the Exchange Offers, the Waiver and Amendment to Settlement AgreementPlan as expressly set forth herein, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant all conditions precedent to the continued affiliation effectiveness of AAC with AFG for federal income tax purposes, such documents and agreements shall have been satisfied or waived pursuant to the continued availability terms of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACdocuments or agreements.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence It shall be a condition to Consummation of the Effective Date Plan that the following conditions shall have been satisfied (or waived pursuant to the provisions of this Article IX.B hereof): 1. The Bankruptcy Court shall have entered the Confirmation Order, which shall: a. be in form and substance consistent with the Restructuring Support Agreement and the Global Settlement; b. authorize the Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, indentures, and other agreements or documents created in connection with the Plan; c. decree that the provisions in the Confirmation Order and the Plan is subject are nonseverable and mutually dependent; d. authorize the Debtors, as applicable/necessary, to: (a) implement the Restructuring Transactions; (b) issue the New Common Stock pursuant to satisfaction the exemption from registration under the Securities Act provided by section 1145 of the Bankruptcy Code or waiver other exemption from such registration or pursuant to one or more registration statements; (c) make all distributions and issuances as required under the Plan, including cash and the New Common Stock; and (d) enter into any agreements, transactions, and sales of property as set forth in the Plan Supplement, including the Exit Facilities; e. authorize the implementation of the Plan in accordance with Section 5.3 below) its terms; and f. provide that, pursuant to section 1146 of the following conditions precedent: (a) This Court will have entered Bankruptcy Code, the Approval Orderassignment or surrender of any lease or sublease, and the delivery of any deed or other instrument or transfer order, in furtherance of, or in connection with the Plan, including any deeds, bills of sale, or assignments executed in connection with any disposition or transfer of assets contemplated under the Plan, shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax; (b) After giving 2. the final version of all schedules, documents, and exhibits contained in the Plan Supplement shall have been filed and be consistent in all material respects with the Restructuring Support Agreement and the Plan; 3. the Restructuring Support Agreement shall remain in full force and effect and shall not be terminated; 4. the documentation related to the transactions contemplated Exit Facilities shall have been duly executed and delivered by this Plan, AAC will have sufficient capital all of the Entities that are parties thereto and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to consummation the effectiveness of the Initial Exchange and the Exchange Offers Exit Facilities shall have been satisfied or duly waived in writing in accordance with the terms of the applicable Exit Facility Documents and the closing of the Exit Facilities shall have occurred; 5. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan and each of the other Restructuring Transactions; 6. the GUC Trust Agreement shall be executed and the GUC Trust Assets in existence on the Effective Date shall be transferred to the GUC Trust; 7. all actions, documents, certificates, and agreements necessary to implement the Plan (including any documents contained in the Plan Supplement) shall have been performed or executed and delivered to the required parties and, to the extent required, filed with the applicable Governmental Units, in accordance with applicable laws; 8. all Professional Fee Claims shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date shall have been placed into the Professional Fee Escrow Account pending the Bankruptcy Court’s approval thereof; 9. the DIP ABL Facility Claims and ABL Claims shall have been Paid in Full or otherwise satisfied in accordance with Articles II.B and III.B.3 of the Plan (d) The Rehabilitatoras applicable); 10. all fees, AACexpenses, and AFG will have received from the Internal Revenue Service a ruling, in form and substance reasonably satisfactory other amounts payable pursuant to the RehabilitatorDIP Financing Order shall have been paid in full; 11. all professional fees and expenses of the advisors to the Ad Hoc Group shall have been paid in full in accordance with the Restructuring Support Agreement and all professional fees, AACcosts, and AFGexpenses incurred by, that neither (i) or on behalf of, the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37Term Loan Agent, shall have been paid in full; and (e) AAC will 12. the Debtors shall have received opinions from Sidley Austin LLP regarding implemented the tax treatment of those aspects of Restructuring Transactions in a manner consistent with the Transaction Mechanics, Restructuring Support Agreement and this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AAC.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, It shall be a condition to Consummation of the Plan that the following conditions shall have been satisfied or occur in conjunction with the occurrence of the Effective Date of this (or shall be waived pursuant to Article IX.B): 1. the Bankruptcy Court shall have entered the Disclosure Statement Order and approved the Rights Offering Procedures, solicitation procedures, and other materials related to the Plan, in form and substance consistent with the Plan is subject Support Agreement and the Equity Commitment Documents and otherwise reasonably acceptable to satisfaction the Debtors and the Plan Sponsors; 2. the Bankruptcy Court shall have entered the ECA Approval Order, which order shall not have been stayed pending appeal, in form and substance consistent with the Equity Commitment Documents and otherwise reasonably acceptable to the Plan Sponsors; 3. the Equity Commitment Documents shall have been executed and delivered by each Entity party thereto and shall remain in full force and effect, all conditions shall have been satisfied thereunder or waiver (waived by the parties to the Equity Commitment Agreement, and there shall be no breach that would give rise to the right to terminate the Equity Commitment Agreement for which notice has been given in accordance with Section 5.3 below) of the following conditions precedent: (a) This Court will have entered the Approval Order; (b) After giving effect to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Planthereof, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than and, contemporaneously with the occurrence of the Effective Date) , the Debtors shall have issued the Reorganized Hertz Parent Common Interests and Preferred Stock to consummation the Equity Commitment Parties; 4. the Bankruptcy Court shall have entered the Confirmation Order, in form and substance materially consistent with the Plan and otherwise reasonably acceptable to the Debtors and the Plan Sponsors and such order shall not have been stayed pending appeal; 5. the Plan Support Agreement shall be in full force and effect with respect to the Debtors and the Plan Sponsors; 6. the Definitive Documents shall contain terms and conditions consistent in all material respects with the Plan, the Equity Commitment Documents, and the Plan Support Agreement or otherwise acceptable to the Debtors and the Plan Sponsors; 7. each of the Initial Exchange Equity Commitment Parties, or its respective affiliates or related funds, (or their replacements consistent with the terms of the Equity Commitment Documents) shall have purchased its respective allocation of the Preferred Stock and Reorganized Hertz Parent Common Interests consistent with the Exchange Offers terms of the Equity Commitment Documents; 8. the Rights Offering, conducted in accordance with the Rights Offering Procedures, shall have been consummated; 9. the Equity Commitment Parties shall have purchased the Unsubscribed Shares, if any; 10. the Professional Fee Escrow shall have been established and funded in Cash in accordance with Article II.E.3; 11. the Transaction Expenses, then known or submitted to the Debtors shall have been paid in full in Cash through and including the Effective Date; 12. the Debtors shall have caused HVF II to pay the then-outstanding HVF II Obligations in full in Cash in the sequence set forth in the HVF II Refinancing Steps Document; 13. the HVF III Documents shall have been executed and delivered by each Entity party thereto and shall be effective; 14. the conditions precedent to the entry into the HVF III Documents shall have been satisfied, waived, or shall be contemporaneously with the occurrence of the Effective Date; 15. the Exit Facility Documents shall have been executed and delivered by each Entity party thereto and shall be effective; 16. the conditions precedent to entry into the New Reorganized Corporate Debt shall have been satisfied, waived, or shall be satisfied or waived contemporaneously with the occurrence of the Effective Date; 17. the Debtors shall have obtained the Tail D&O Policy; 18. the Debtors shall have designated a portion of the New Money Investment to be used for the purpose of paying all obligations under the HIL Facility in full in Cash in accordance with the terms thereof; (d) The Rehabilitator, AAC, and AFG will have received from the Internal Revenue Service a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding 19. all conditions precedent to the tax treatment of those aspects issuance of the Transaction MechanicsReorganized Hertz Parent Common Interests and Preferred Stock, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant other than any conditions related to the continued affiliation occurrence of AAC with AFG for federal income tax purposesthe Effective Date, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AAChave occurred.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, This Agreement shall be effective and the occurrence of Parties shall be bound by all its terms and conditions on the date (the “Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 belowDate”) of when the following conditions precedenthave been fully satisfied or waived by the Parties and a written notice to such effect has been jointly signed by them: (a) This Court will Each of the Project Agreements shall have entered been duly signed by the Approval Order;parties thereto, shall be in full force and effect, and all conditions precedent to the effectiveness of each Project Agreement shall have been satisfied. The Company shall have also delivered a true and correct copy of each Project Agreement to the Agency. (b) After giving effect Certified true copies of resolutions adopted by the board of directors of the Company authorizing the signing, delivery, and performance of this Agreement shall have been delivered to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion;Agency. (c) All conditions (other than the occurrence True and correct copies of the Effective Datearticles of incorporation and by-laws (including all amendments thereto) to consummation of the Initial Exchange Company, certified by its corporate secretary and the Exchange Offers SEC, shall have been satisfied or waived in accordance with delivered to the terms thereof;Agency. (d) The RehabilitatorAll Consents that are required to have been obtained in connection with the execution, AACdelivery, exercise of rights, and AFG will commencement of performance of this Agreement shall have received from been obtained and continue to be in full force and effect, including but not limited to, the Internal Revenue Service Consents listed on Schedule G. (e) A certificate in a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, Agency shall have been issued and AFG, delivered by the Lenders to the Agency confirming that neither the Financing Agreements are in full force and effect and all conditions precedent under the Financing Agreements for the provision of debt financing for the Project have been satisfied. (if) the satisfaction True and complete printed and electronic copies of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated Financial Model certified by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects Lenders as part of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into requirements to satisfy the condition regarding capital and claims-paying resources that are relevant described in Section 2.1(e) shall have been submitted to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, Agency. (g) A certificate in a form and substance, substance reasonably satisfactory to the Rehabilitator Agency shall have been delivered by the Company to the Agency either proving the infusion of or expressing the commitment and undertaking of the Initial Shareholders to contribute the necessary equity into the Project and the Company. (h) The Performance Security required from the Company pursuant to Section 5.7 shall have been executed and delivered to the Agency and shall be in full force and effect. (i) Certified true copies of certificates of insurance coverage evidencing compliance with the requirements for insurance needed to be in force as of the Effective Date shall have been delivered to the Agency in line with Section 10.2 and Schedule E (Insurance). (j) The representations and warranties of the Company contained or incorporated herein by reference shall be true and correct in all material respects on and as of the Effective Date and the Agency shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary of the Company. (k) The Agency shall have received a legal opinion from the Company’s external legal counsel, in a form and substance reasonably satisfactory acceptable to AACthe Agency, concerning the due organization and corporate good standing of the Company and the validity and enforceability of each of the Project Agreements. (l) The Company has paid the Agency the amount of [] as reimbursement for the professional fees of the Agency’s Project transaction advisors. (m) No Legal Requirement shall have been enacted, entered, promulgated, or enforced by any Government Authority having jurisdiction over the matter that restrains, prohibits, or declares illegal the consummation of the transactions contemplated in any of the Project Agreements and no action, suit, inquiry, or proceeding shall have been instituted or threatened that seeks to restrain, prohibit, or declare illegal the consummation of the transactions contemplated by any of the Project Agreements. Each Party, through its respective corporate secretary or chief legal officer, shall issue a sworn statement to this effect. (n) Certified true copies of resolutions adopted by the governing board of the Agency authorizing the execution, delivery, and performance of this Agreement shall have been delivered to the Company. (o) The representations and warranties of the Agency contained or incorporated herein by reference shall be true and correct in all material respects on and as of the Effective Date and the Company shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary or chief legal officer of the Agency. (p) The Agency shall submit to the Company a legal opinion from the Agency’s chief legal officer, in a form and substance reasonably acceptable to the Company and the Lenders, concerning the due organization and legal existence of the Agency under the laws of the Philippines and the validity and enforceability of this Agreement.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of The following are conditions precedent to the Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of the following conditions precedentPlan: (a) This Court will the Plan Supplement, in form and substance acceptable to the Debtors and the Requisite Consenting Creditors (subject to the parties’ rights and obligations under the RSA), and, with regard to certain of the documents in the Plan Supplement, in form and substance acceptable or reasonably acceptable, as applicable, to the Equity Committee (subject to the parties’ rights and obligations under the RSA), shall have entered the Approval Orderbeen Filed; (b) After giving effect the Bankruptcy Court shall have entered the Confirmation Order, which shall be in form and substance acceptable to the transactions contemplated by this PlanDebtors, AAC will the Requisite Consenting Creditors, and the Equity Committee (subject to the parties’ rights and obligations under the RSA) and, solely to the extent it materially affects the Settling Miner Equipment Lenders’ rights or claims, reasonably acceptable to the Settling Miner Equipment Lenders, and such Confirmation Order shall not have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Planbeen reversed, as determined by the Rehabilitator in his sole and absolute discretionstayed, amended, modified, dismissed, vacated or reconsidered; (c) All conditions (other than the occurrence of Bankruptcy Court shall have entered the Effective Date) Backstop Order, in form and substance acceptable to consummation of the Initial Exchange Debtors, the Backstop Parties, the Requisite Consenting Creditors, and the Exchange Offers Equity Committee (subject to the parties’ rights and obligations under the RSA), and such order shall not have been satisfied reversed, stayed, amended, modified, dismissed, vacated, or waived in accordance with the terms thereofreconsidered; (d) The Rehabilitator, AACthe Backstop Commitment Letter shall provide for backstopped commitments of no less than $30,000,000 and shall remain in full force and effect and shall not have been terminated, and AFG will have received from the Internal Revenue Service a ruling, parties thereto shall be in form and substance reasonably satisfactory to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AAC.compliance therewith;

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of It shall be a condition to the Effective Date of this the Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of that the following conditions precedentshall have been satisfied or waived pursuant to the provisions of Article IX.B hereof: (a) This 1. the Court will shall have entered the Approval Confirmation Order, which shall be consistent with the TSA and the Merger Agreement (and subject to the consent, approval, and consultation rights set forth in each); 2. the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein (band any amendment thereto) After giving effect shall have been filed with the Court, which shall be consistent with the TSA and the Merger Agreement (and subject to the transactions contemplated by this Planconsent, AAC will have sufficient capital approval, and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator consultation rights set forth in his sole and absolute discretioneach); (c) All conditions (other than 3. the TSA shall not have been terminated and shall be in full force and effect; 4. the Merger shall have been consummated or is anticipated to be consummated concurrent with the occurrence of the Effective Date) to consummation of ; 5. [the Initial Exchange and the Exchange Offers Exit RBL Documents shall have been satisfied or waived in accordance with the terms thereof; executed and delivered (d) The Rehabilitator, AAC, and AFG will have received from the Internal Revenue Service a ruling, which shall be in form and substance reasonably satisfactory acceptable to the RehabilitatorDebtors, AACBCEI, the Required Consenting Noteholders, and AFGthe Exit RBL Agent and consistent with the TSA and the Merger Agreement (and subject to the consent, approval, and consultation rights set forth in each)), and all conditions precedent to the consummation of such Exit RBL Documents, shall have been waived or satisfied in accordance with their terms]; 6. all Allowed Professional Fee Claims shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date have been placed in the Professional Fee Escrow Account pending approval by the Court; 7. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that neither (i) are necessary to implement and effectuate the satisfaction Plan, and each of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes transactions contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37Restructuring Transactions, including the Merger; and (e) AAC will and 8. the Debtors shall have received opinions from Sidley Austin LLP regarding paid the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACRestructuring Expenses.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of It shall be a condition to the Effective Date of this the Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of that the following conditions precedent: (a) This Court will have entered the Approval Order; (b) After giving effect to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than the occurrence of the Effective Date) to consummation of the Initial Exchange and the Exchange Offers shall have been satisfied or waived in accordance pursuant to the provisions of Article IX.C: 1. the Confirmation Order shall, among other things, (a) have been duly entered and be a Final Order confirming the Plan for each of the Debtors, and (b) include a finding by the Bankruptcy Court that the issuance of the Step-Up Senior Notes, the Equity Tender Offer, the New Capital Contribution, the Equity Subscription Rights, and any related transactions will be authorized and exempt from registration under applicable securities law pursuant to section 1145 of the Bankruptcy Code; 2. the Equity Tender Offer shall have been consummated; 3. simultaneously with the terms thereofEffective Date, the New Capital Contribution shall have been consummated in an amount not less than required under the Recapitalization Agreement; 4. each of the Collateral Documents shall have been executed and the security interests created thereby shall be valid; 5. no Governmental Authority shall have issued any ruling or order enjoining the Consummation in a way that cannot be reasonably remedied by the Debtors or the Reorganized Debtors in a manner that is (da) The Rehabilitatorreasonably satisfactory to the Requisite Consenting Senior Noteholders and (b) satisfactory to the Purchasers; 6. all necessary consents, AACapprovals and actions of, filings with and notices to any governmental or regulatory authority necessary to permit the Debtors to consummate the Plan shall have been duly obtained, made or given and shall be in full force and effect, and AFG will all terminations or expirations of waiting periods imposed by any governmental or regulatory authority necessary for the consummation of the Plan shall have received from occurred; 7. any amendments, modifications, or supplements to the Internal Revenue Service a rulingPlan (including the Plan Supplement), including pursuant to Article XII.K, if any, shall be (a) in form and substance reasonably satisfactory acceptable to the RehabilitatorRequisite Consenting Senior Noteholders and (b) in form and substance acceptable to the Purchasers; 8. the Step-Up Senior Notes Indenture shall be consistent with the Description of Step-Up Senior Notes in all respects and shall otherwise be in form and substance reasonably acceptable to the Requisite Consenting Senior Noteholders and the Purchasers; 9. the Collateral Documents shall be in form and substance reasonably acceptable to the Requisite Consenting Senior Noteholders and the Purchasers; provided, AAChowever, that the mortgages on the assets and properties owned by the Debtors shall be consistent in all material respects with the mortgages related to the Indenture; 10. all actions, documents, certificates, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant agreements necessary to implement this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by shall have been effected or executed and delivered to the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37required Entities and, to the extent required, Filed with the applicable Governmental Authorities in accordance with applicable laws; and (e) AAC will 11. the Recapitalization Agreement shall be in full force and effect and shall not have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACbeen terminated.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of The following are conditions precedent to the Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of the following conditions precedentPlan: (a) This Court will have entered the Approval OrderThe Confirmation Order shall be in full force and effect, and no stay thereof shall be in effect; (b) After giving The Backstop Commitment Agreement shall be in full force and effect and binding on the parties thereto and any conditions precedent to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than the occurrence respective obligations of the Effective Date) to consummation of the Initial Exchange and the Exchange Offers parties thereto shall have been satisfied or waived in accordance with the terms thereof, and New Permian Corp. shall have received proceeds of at least $775 million pursuant to the Rights Offering and the Minimum Allocation Rights; (c) The Put Option Premium shall have been paid to the parties entitled thereto; (d) The RehabilitatorRestructuring Support Agreement shall not have been terminated by the parties thereto; (e) The Debtors shall have implemented the Restructuring Transactions and all transactions contemplated by this Plan and the Restructuring Support Agreement, AACin a manner materially consistent in all respects with the Restructuring Support Agreement and the Plan and in accordance with Section 6.9 hereto; (f) The Plan Supplement, and AFG will including the Plan Documents, shall have received from the Internal Revenue Service a ruling, been filed in form and substance reasonably satisfactory as provided in the Restructuring Support Agreement; (g) The conditions to effectiveness of the Rehabilitator, AACExit Facility Credit Agreement shall have been satisfied or waived in accordance with the terms thereof, and AFGsuch agreement shall be in full force and effect and binding on all parties thereto; (h) The Debtors shall have received any authorizations, consents, regulatory approvals, rulings, letters, no-action letters, opinions, or documents that neither are necessary to implement the Plan (including, but not limited to, to implement or effectuate any of the Restructuring Transactions) and are required by law, regulation, or order; (i) the satisfaction The LegacyCo Organizational Documents shall be in full force and effect; (j) Each of the Deferred Amounts pursuant New Permian Corp. Certificate of Incorporation and New Permian Corp. Bylaws shall be in full force and effect; (k) The AUNC Trust shall have been created and the trust agreement for the AUNC Trust and any related documents necessary for the administration of the AUNC Trust shall have been executed and be in full force and effect; (l) Any other documents, instruments, and agreements necessary to this effectuate the Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37shall have been effected or executed; and (em) AAC will The Plan shall not have received opinions been materially amended, altered or modified from Sidley Austin LLP regarding the tax treatment of those aspects Plan as confirmed by the Confirmation Order, unless such material amendment, alteration or modification has been made in accordance with Section 12.6 of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AAC.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, This Agreement shall become effective on the occurrence of first date (the “Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 belowDate”) when all of the following conditions precedentprecedent set forth in this Section 4.01, and the additional conditions precedent set forth in Section 4.02, have been satisfied: (a) This Court will The Administrative Agent shall have entered received (i) counterparts hereof signed by each of the Approval Order;parties (or, in the case of any Lender as to which an executed counterpart shall not have been received, telecopy or other written confirmation from such party in form satisfactory to the Administrative Agent of the execution of a counterpart hereof by such Lender), (ii) counterparts of the Borrower’s Consent and Agreement signed by each of the parties thereto (or, in the case of any Lender as to which an executed counterpart shall not have been received, telecopy or other written confirmation from such party in form satisfactory to the Administrative Agent of the execution of the counterpart thereof by such Lender), and (iii) counterparts of the Subsidiary’s Consent and Agreement signed by each of the parties thereto (or, in the case of any Lender as to which an executed counterpart shall not have been received, telecopy or other written confirmation from such party in form satisfactory to the Administrative Agent of the execution of the counterpart thereof by such Lender). (b) After giving effect The Administrative Agent shall have received for the account of each Lender requesting the same a duly executed Note or Notes, dated the Effective Date, complying with the provisions of Section 2.05, and all Notes issued by the Borrowers to the transactions contemplated by this PlanLenders under the Existing Credit Agreement are deemed cancelled and terminated regardless of whether such Notes have been returned in accordance with the Existing Credit Agreement, AAC and such Notes will have sufficient capital and claims-paying resources for AAC be (to effectuate the terms of this Planextent new Notes are requested) replaced as applicable, as determined by the Rehabilitator in his sole Notes dated the Effective Date and absolute discretion;issued to the Lenders hereunder. (c) All conditions The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in the Collateral Documents, perfected to the extent contemplated by Section 3.18 and the Administrative Agent shall have received: (other than i) confirmation by the occurrence Borrower and the Collateral Agent that the Collateral Agent has previously received with respect to all Pledged Securities (as defined in the Pledge Agreement), stock certificates (to the extent the same are certificated) accompanied by stock or note powers endorsed in blank or else has made arrangements satisfactory to the Administrative Agent for the delivery of same within, subject to Section 5.14 hereof, sixty days after the date hereof (and the Borrower agrees to cause all such deliveries, subject to Section 5.14, to be made within such time period); and (ii) confirmation by the Borrower that no additional filing, registration or recordation of any document (including any Uniform Commercial Code financing statement) is required to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected security interest in or Lien on the Collateral except for filings (“Effective Date Filings”) disclosed to the Administrative Agent and as to which arrangements for filing satisfactory to the Administrative Agent have been made as of the Effective Date) to consummation of the Initial Exchange and the Exchange Offers shall have been satisfied or waived in accordance with the terms thereof;. (d) The RehabilitatorAdministrative Agent shall have received (i) an opinion of T▇▇▇▇▇▇▇ H▇▇▇ LLP, AACcounsel to the Borrower and the Subsidiaries and (ii) an opinion of counsel to the Subsidiary Borrower, in each case in form and substance satisfactory to the Administrative Agent, each dated the Effective Date and addressed to the Administrative Agent and the Lenders. (e) The Administrative Agent shall have received: (i) copies of the certificate of incorporation of the Borrowers and each Guarantor, together with all amendments, and AFG will have received from a certificate of good standing, each certified by the Internal Revenue Service appropriate governmental officer in its jurisdiction of incorporation; (ii) copies, certified by the Secretary or Assistant Secretary of the Borrowers and each Guarantor, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such person is a rulingparty; (iii) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrowers and each Guarantor, which shall identify by name and title and bear the signatures of the Responsible Officers and any other officers of the Borrowers and each Guarantor authorized to sign the Loan Documents to which the Borrowers or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowers or such Guarantor; (iv) an Officer’s Certificate, dated the Effective Date and signed by a Responsible Officer of the Borrower confirming compliance with the conditions precedent set forth in subparagraphs (g), (h), (i) and (j) of this Section 4.01 and in subparagraphs (b), (c) and (d) of Section 4.02; and (v) such other documents, opinions, certificates and agreements in connection with the Revolving Credit Facility, in form and substance satisfactory to the Administrative Agent, as it shall reasonably request. (f) The Borrower shall have paid all Fees and other amounts due and payable to the Administrative Agent or any Lender on or prior to the Effective Date. (g) No Material Adverse Change shall have occurred since August 31, 2006. (h) The Administrative Agent shall have received evidence satisfactory to it that the Borrower and the Subsidiaries have obtained all governmental (whether domestic or foreign), shareholder and third party consents and approvals and expiration of all applicable waiting or appeal periods necessary or, in the opinion of the Administrative Agent, appropriate in connection with the Revolving Credit Facility and the pledge of the Collateral for the Revolving Credit Facility without any action being taken that could restrain, prevent or impose any material adverse condition on the Borrower, the Subsidiaries (or any of them) or the transactions contemplated hereby or that could seek or threaten any of the foregoing, and no law or regulation or condition shall be applicable which in the judgment of the Administrative Agent could have such effect. (i) There shall not exist any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority that purports to adversely affect the Revolving Credit Facility or that could have a Material Adverse Effect. (j) None of the Borrower and the Subsidiaries shall be in violation of any law, rule or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (k) The Borrower shall have repaid in full (or shall repay in full substantially contemporaneously with the initial extension of credit hereunder) all amounts outstanding under the Existing Agreement, including principal, all accrued interest and fees including Letter of Credit Fees) payable thereunder (whether or not due and owing). (l) Each Lender which is not already a party to the Collateral Agency Agreement shall have executed a counterpart thereof and each Existing Lender which is not a Lender hereunder shall have executed a consent hereto in form reasonably satisfactory to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACAdministrative Agent.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence The obligations of the Tranche 1 Lenders to make Loans and of the Issuing Banks to issue Letters of Credit shall not become effective until the date (the "Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 belowDate") on which each of the following conditions precedent:is satisfied (or waived in accordance with SECTION 12.5): (a) This Court will On the Effective Date, (i) IPC Holdings, IPCRe Limited, the Administrative Agent and each Lender shall have entered executed counterparts of this Agreement sufficient in number for distribution to the Approval OrderAdministrative Agent, each Lender and IPC Holdings and shall have delivered (or transmitted by telecopy followed promptly by originals) the same to the Administrative Agent at its Payment Office; and (ii) there shall have been delivered to the Administrative Agent for the account of each Lender that has requested the same the appropriate Note or Notes, executed by IPC Holdings, in each case, in the amount, maturity and as otherwise provided herein; (b) After giving effect to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than the occurrence of On the Effective Date) to consummation of , the Initial Exchange and the Exchange Offers Administrative Agent shall have been satisfied or waived in accordance with the terms thereof; received (di) The Rehabilitator, AAC, and AFG will have received from the Internal Revenue Service a rulingan opinion, in form and substance reasonably satisfactory to the RehabilitatorAdministrative Agent, AACaddressed to the Administrative Agent and each of the Lenders and dated the Effective Date, from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to IPC Holdings and AFGIPCRe Limited, which opinion shall cover the matters contained in EXHIBIT G-1, (ii) an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Effective Date, from ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇, special Bermuda counsel to IPC Holdings and IPCRe Limited, which opinion shall cover the matters contained in EXHIBIT G-2 and (iii) an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Effective Date, from A&L Goodbody, special Irish counsel to IPC Holdings and IPCRe Limited, which opinion shall cover the matters contained in EXHIBIT G-3; (c) On the Effective Date, the Administrative Agent shall have received a certificate, signed by an Authorized Officer of IPC Holdings and IPCRe Limited, in form and substance reasonably satisfactory to the Administrative Agent, certifying that neither (i) all representations and warranties of such Credit Party contained in this Agreement and the satisfaction other Credit Documents are true and correct in all material respects as of the Deferred Amounts pursuant Effective Date (except representations and warranties which relate solely to this Plan nor a specific earlier date, which shall have been true and correct in all material respects as of such earlier date), (ii) there are no material insurance regulatory proceedings pending or, to the knowledge of such Authorized Officer, threatened against IPC Holdings or any exchange by AAC for Senior Surplus Notes contemplated Insurance Subsidiary in any jurisdiction; (iii) no Default or Event of Default exists as of the Effective Date; and (iv) there has not occurred since December 31, 2005 any Material Adverse Effect; (d) On the Effective Date, the Administrative Agent shall have received a certificate of the secretary or an assistant secretary of IPC Holdings and IPCRe Limited, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the certificate of incorporation, memorandum of association and all amendments thereto of such Credit Party, certified as of a recent date by the Definitive Registrar of Companies for the Bermuda Ministry of Finance, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bye-laws or similar governing document of such Credit Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Credit Party authorizing the execution, delivery and performance of this Agreement and the other Credit Documents will to which it is a party, and as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Agreement or any of the other Credit Documents, and attaching all such copies of the documents described above; (e) On or prior to the Effective Date, the Administrative Agent shall have received counterparts of the Security Agreement executed by IPCRe Limited, together with: (i) all documents and instruments required by law in each applicable jurisdiction or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; (ii) results of a “designated event” for purposes recent search of Internal Revenue Service Notice 2004-37the filings made with respect to each Account Party in Bermuda and Ireland, and copies of the financing statements or other documents disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements or such other documents are permitted by the Credit Documents or have been released; and (eiii) AAC will for each Custodial Account, a Custodian's Undertaking with the applicable Custodian in the form specified in Schedule 2 to the Security Agreement (appropriately completed), with such changes thereto as may be reasonably acceptable to the Administrative Agent and each such Custodian's Undertaking shall be in full force and effect; (f) All approvals, permits and consents of any Governmental Authorities (including, without limitation, all relevant Insurance Regulatory Authorities) or other Persons, if any, required in connection with the execution and delivery of this Agreement and the other Credit Documents and the consummation of the transactions contemplated hereby and thereby shall have been obtained (without the imposition of restrictions or conditions that are materially adverse to the Administrative Agent, the Fronting Bank or the Lenders with respect to the transactions contemplated hereby), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted or threatened, and no order, injunction or decree shall have been entered by, any Governmental Authority, in each case to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, this Agreement, any of the Transaction Mechanicsother Credit Documents or the consummation of the transactions contemplated hereby or thereby; (g) Since December 31, this Plan2005, there has not occurred any Material Adverse Effect; (h) On the Effective Date, there shall exist no Default or Event of Default, and all representations and warranties made by each Credit Party contained herein or in any other Credit Document shall be true and correct in all material respects (it being understood and agreed that any 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); (i) IPC Holdings shall have paid (i) to Wachovia Capital Markets, LLC and Wachovia, the Exchange Offersfees specified in the Fee Letter to be paid to them on the Effective Date, (ii) to the Administrative Agent, the Waiver initial payment of the annual administrative fee described in the Fee Letter, and Amendment (iii) all other fees and reasonable expenses of the Joint Lead Arrangers, the Administrative Agent and the Lenders required hereunder or under any other Credit Document to Settlement be paid on or prior to the Effective Date (including, without limitation, legal fees and expenses) in connection with this Agreement and the transactions contemplated hereby; (j) IPC Holdings shall have delivered a Compliance Certificate calculated on a pro forma basis as of December 31, 2005 after giving effect to the making of the initial Credit Extensions (if any); (k) The Administrative Agent shall have received satisfactory confirmation from A.M. Best Company that the current financial strength rating of IPCRe Limited and IPCRe Europe Limited is "A-" or better; (l) The Administrative Agent shall have received an Account Designation Letter from an Authorized Officer of IPC Holdings; (m) IPC Holdings shall have furnished copies of the financial statements referred to in SECTION 6.12; (n) All principal, interest and other amounts outstanding under the Credit Agreement, dated as of July 1, 2003, among IPCRe Limited, the lenders named therein and certain transactions entered into JPMorgan Chase Bank, N.A., as successor to satisfy Bank One, NA, as agent (collectively, the condition regarding capital "IPCRe Facility"), shall be repaid and claims-paying resources that are relevant satisfied in full and all guarantees relating thereto extinguished, (ii) all commitments to extend credit under the agreements and instruments relating to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating lossesIPCRe Facility shall be terminated, and to REMIC Matters. Any such opinion (iii) any Liens securing the IPCRe Facility shall be, in form be released and substance, any related filings (including UCC filings) terminated of record (or arrangements satisfactory to the Rehabilitator Administrative Agent made therefor); and reasonably the Administrative Agent shall have received evidence of the foregoing satisfactory to AACit; and (o) The Administrative Agent shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as it shall have reasonably requested. Without limiting the generality of the provisions of SECTION 11.4, for purposes of determining compliance with the conditions specified in this SECTION 5.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of It shall be a condition to the Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of that the following conditions precedentshall have been satisfied or waived pursuant to Article IX.B: (a) This 1. the Bankruptcy Court will shall have entered an order approving the Disclosure Statement as containing adequate information with respect to the Plan within the meaning of section 1125 of the Bankruptcy Code; 2. the Bankruptcy Court shall have entered the Confirmation Order in form and substance acceptable to the Debtors, subject to the Creditor Approval OrderRights; (b) After giving effect 3. the Confirmation Order shall have been entered and shall not be subject to a stay nor have been rescinded, vacated or reversed on appeal; 4. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan; 5. all of the Definitive Documents shall be consistent with the Plan and the Restructuring Support Agreement, and where applicable, have been executed and remain in full force and shall be in form and substance subject to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretionCreditor Approval Rights; (c) All 6. the conditions (other than under the occurrence of the Effective Date) to consummation of the Initial Exchange and the Exchange Offers Backstop Commitment Agreement shall have been satisfied or waived in accordance with its terms and the terms thereofBackstop Commitment Agreement shall not have been terminated; (d) The Rehabilitator7. the Exit Facility is entered into and all conditions under the Exit Facility shall have been satisfied or waived in accordance with its terms; 8. the final version of the Plan Supplement and all of the schedules, AACdocuments, and AFG will have received from exhibits contained therein, and all other schedules, documents, supplements and exhibits to the Internal Revenue Service a rulingPlan, shall be consistent with the Plan and the Restructuring Support Agreement, shall be in form and substance reasonably satisfactory subject to the RehabilitatorCreditor Approval Rights; 9. the Plan shall not have been amended, AACaltered or modified from the Plan as confirmed by the Confirmation Order, and AFGunless such material amendment, that neither (i) the satisfaction alteration or modification has been made in accordance with Section X.A of the Deferred Amounts pursuant Plan; 10. the New Corporate Governance Documents and the New Stockholders Agreement shall be in full force and effect (with all conditions precedent thereto having been satisfied or waived), subject to this any applicable post-closing execution and delivery requirements; 11. the Royalty Class Action Settlement shall have been preliminarily approved by the Bankruptcy Court; 12. the payment in Cash in full of all Restructuring Expenses; 13. the Debtors shall have obtained all material authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan nor (ii) any exchange by AAC for Senior Surplus Notes and each of the other transactions contemplated by the Definitive Documents Restructuring Support Agreement, including Bankruptcy Court approval, and such material authorizations, consents, regulatory approvals, rulings, or documents shall not be subject to unfulfilled conditions and shall be in full force and effect, and all applicable regulatory waiting periods will have expired; 14. the Debtors shall have complied, in all material respects, with the terms of the Plan that are to be performed by the Debtors on or prior to the Effective Date; 15. the Debtors shall have implemented the Restructuring Transactions in a “designated event” for purposes of Internal Revenue Service Notice 2004-37manner consistent in all material respects with the Plan; 16. the Restructuring Support Agreement shall have been assumed pursuant to the Confirmation Order; and (e) AAC will 17. all Professional Fee Claims and expenses of retained professionals required to be approved by the Bankruptcy Court shall have received opinions from Sidley Austin LLP regarding been paid in full or amounts sufficient to pay such fees and expenses after the tax treatment of those aspects of Effective Date shall have been placed in the Transaction Mechanics, this Plan, Professional Fee Escrow Account pending approval by the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACBankruptcy Court.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, It shall be a condition to Consummation of the Plan that the following conditions shall have been satisfied or occur in conjunction with the occurrence of the Effective Date of this (or shall be waived pursuant to Article IX.B): 1. the Bankruptcy Court shall have entered the Disclosure Statement Order and approved the Rights Offering Procedures, solicitation procedures, and other materials related to the Plan, in form and substance consistent with the Plan is subject Support Agreement and otherwise reasonably acceptable to satisfaction the Debtors and Requisite Commitment Parties; 2. the Stock Purchase Agreement and Rights Offering Procedures shall have been approved by the Bankruptcy Court and shall remain in full force and effect, all conditions precedent thereto shall have been satisfied or waiver (waived by the applicable parties, and there shall be no breach thereunder that would give rise to the right to terminate the Stock Purchase Agreement for which notice has been given in accordance with Section 5.3 below) of the following conditions precedent:respective terms thereof; (a) This 3. the Bankruptcy Court will shall have entered the Approval Confirmation Order, in form and substance materially consistent with the Plan and otherwise reasonably acceptable to the Debtors and the Requisite Commitment Parties and such order shall not have been stayed pending appeal; (b) After giving 4. the Plan Support Agreement shall be in full force and effect with respect to the transactions contemplated by this Debtors and the Plan Sponsors; 5. the Definitive Documents shall contain terms and conditions consistent in all material respects with the Plan, AAC will have sufficient capital the Stock Purchase Agreement, and claims-paying resources for AAC the Plan Support Agreement or otherwise acceptable to effectuate the Debtors and Requisite Commitment Parties; 6. Each of the Plan Sponsors, or its respective affiliates or related funds, (or their replacements consistent with the terms of this Plan, as determined by the Rehabilitator in his sole Stock Purchase Agreement) shall have purchased its respective allocation of the Preferred Stock and absolute discretionOffered Stock consistent with the terms of the Stock Purchase Agreement; (c) All 7. the Rights Offering, conducted in accordance with the Rights Offering Procedures, shall have been consummated; 8. the Backstop Investors shall have purchased the Unsubscribed Shares, if any; 9. the Professional Fee Escrow shall have been established and funded in Cash in accordance with Article II.E.3; 10. the Transaction Expenses, then known or submitted to the Debtors shall have been paid in full in Cash through and including the Effective Date; 11. the General Unsecured Recovery Cash Pool Account shall have been established and funded in Cash in accordance with Article IV.J; 12. the Debtors shall have caused HVF II to repay in full in Cash the then-outstanding non-contingent contractual obligations with respect to the HVF II Notes and all HVF Claims shall have been released; 13. the HVF III Documents shall have been executed and delivered by each Entity party thereto and shall be effective; 14. the conditions (other than precedent to the entry into the HVF III Documents shall have been satisfied, waived, or shall be contemporaneously with the occurrence of the Effective Date) to consummation of ; 15. the Initial Exchange and the Exchange Offers Exit Facility Documents shall have been executed and delivered by each Entity party thereto and shall be effective; 16. the conditions precedent to entry into the New Reorganized Corporate Debt shall have been satisfied, waived, or shall be satisfied or waived contemporaneously with the occurrence of the Effective Date; 17. the Debtors shall have obtained the Tail D&O Policy; 18. the Debtors shall have designated a portion of the New Money Investment to be used for the purpose of paying all obligations under the HIL Financing Facility in full in Cash in accordance with the terms thereof; (d) The Rehabilitator, AAC, and AFG will have received from the Internal Revenue Service a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding 19. all conditions precedent to the tax treatment of those aspects issuance of the Transaction MechanicsReorganized Hertz Parent Common Interests and Preferred Stock, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant other than any conditions related to the continued affiliation occurrence of AAC with AFG for federal income tax purposesthe Effective Date, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AAChave occurred.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of It shall be a condition to the Effective Date of this the Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of that the following conditions precedent: (a) This Court will have entered the Approval Order; (b) After giving effect to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than the occurrence of the Effective Date) to consummation of the Initial Exchange and the Exchange Offers shall have been satisfied or waived pursuant to the provisions of Article IX.C hereof: 1. the RSA shall not have been terminated as to all parties thereto in accordance with its terms and shall be in full force and effect; 2. the Bankruptcy Court shall have entered the DIP Orders and the Final DIP Order shall be in full force and effect; 3. no default or event of default shall have occurred and be continuing under the DIP Facility or any DIP Order; 4. the Bankruptcy Court shall have entered the Securitization Orders and the Final Securitization Order shall be in full force and effect; 5. the Bankruptcy Court shall have entered the Combined Order in form and substance consistent with the RSA, and the Combined Order shall have become a Final Order; 6. the Canadian Court shall have entered an order recognizing the Combined Order; 7. the Definitive Documents shall (i) be consistent with the RSA and otherwise approved by the applicable parties thereto consistent with their respective consent and approval rights as set forth in the RSA, (ii) have been executed or deemed executed and delivered by each party thereto, and any conditions precedent related thereto shall have been satisfied or waived by the applicable party or parties, and (iii) shall be adopted on terms consistent with the RSA; 8. all authorizations, consents, regulatory approvals, rulings, actions, documents, and agreements necessary to implement and consummate the Plan and the Restructuring Transactions shall have been obtained, effected, and executed, and all waiting periods imposed by any governmental entity shall have terminated or expired; 9. the Exit Facility Documents shall have been executed and delivered by each party thereto, and each of the conditions precedent related thereto shall have been satisfied or waived (with the consent of the Required Consenting Stakeholders), other than such conditions that relate to the effectiveness of the Plan and related transactions, including payment of fees and expenses; 10. the New Equity Interests shall have been issued; 11. Reorganized CURO shall have entered into the New Warrant Agreement and the New Warrants shall have been issued; 12. Reorganized CURO shall have entered into the CVR Agreement with the CVR Agent and, to the extent applicable, shall have commenced the CVR Distribution Framework; 13. all steps necessary to consummate the Restructuring Transactions as set forth in the Description of Transaction Steps shall have been effected; 14. all Restructuring Expenses shall have been paid in full; 15. the Debtors and each other party thereto shall have entered into Securitization Facilities Amendments with respect to each Securitization Facility in form and substance satisfactory to the Required Consenting Stakeholders and the Securitization Facilities Amendments shall not have been amended, supplemented, otherwise modified, or terminated (other than in accordance with the terms thereof; (d) The Rehabilitator, AACthereof during the Chapter 11 Cases to the extent agreed to by the Required Consenting Stakeholders), and AFG will have received from shall be in full force and effect immediately upon the Internal Revenue Service a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AAC.Effective Date;

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of It shall be a condition to the Effective Date of this the Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of that the following conditions precedent: (a) This Court will have entered the Approval Order; (b) After giving effect to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than the occurrence of the Effective Date) to consummation of the Initial Exchange and the Exchange Offers shall have been satisfied or waived pursuant to the provisions of Article IX.C hereof: the Confirmation Order shall (a) have been entered in accordance with a form and substance satisfactory to the terms thereof; Debtors and reasonably satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders; provided, however, that to the extent such provision will affect the nature, value, or form of the recovery to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, it shall be satisfactory to such Holders and (db) The Rehabilitator, AAC, and AFG will have received from become a final non-appealable order confirming the Internal Revenue Service a ruling, Plan; the Plan confirmed shall be in form and substance materially consistent with the draft Plan filed as Exhibit B to the Restructuring and Support Agreement and any amendments thereto shall be reasonably satisfactory to the RehabilitatorAd Hoc 8.625% Noteholders and the JPMorgan Noteholders; provided, AAChowever, that to the extent such provision will affect the nature, value, or form of the recovery to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, it shall be satisfactory to such Holders; the opinions of counsel shall have been provided and be reasonably satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders; the corporate resolutions and other required documents shall be executed and be reasonably satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders; closing certificates shall have been provided and be reasonably satisfactory to the Ad Hoc 8.625% Noteholder and the JPMorgan Noteholders; the final version of the Plan Supplement and all of the schedules, documents, and AFGexhibits contained therein shall have been Filed; all actions, that neither (i) documents, Certificates, and agreements necessary to implement the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, this Plan, including documents contained in the Exchange OffersPlan Supplement, shall have been effected or executed and delivered, as the Waiver case may be, to the required parties and, to the extent required, Filed with the applicable Governmental Units in accordance with applicable laws; all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and Amendment to Settlement effectuate the Plan shall have been received; and the Debtors shall have entered into the New ABL Facility, New Senior Secured Notes Indenture, New Senior Unsecured Notes Indenture, Registration Rights Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACShareholders Agreement.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of It shall be a condition to the Effective Date of this the Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of that the following conditions precedentshall have been satisfied or waived pursuant to the provisions of Article IX.B hereof: (a) This 1. the RSA shall not have been terminated as to all parties thereto and shall be in full force and effect; 2. the Bankruptcy Court will shall have entered the Approval DIP Orders and the Final DIP Order shall be in full force and effect; 3. the Bankruptcy Court shall have entered the Confirmation Order in form and substance consistent with the RSA, and the Confirmation Order shall have become a Final Order; (b) After giving 4. the Renegotiated RingCentral Contracts shall be in full force and effect and shall be assumed prior to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than or contemporaneously with the occurrence of the Effective Date; 5. the 2023 PBGC Settlement shall have been approved by the Bankruptcy Court (including pursuant to the Confirmation Order) and be in full force and effect; 6. the RO Backstop Agreement shall have been approved by the Bankruptcy Court (which may be pursuant to consummation of the Initial Exchange Confirmation Order) and be in full force and effect; 7. the Exchange Offers Rights Offering (including the RO Procedures) shall have been approved by the Bankruptcy Court and shall have been consummated in accordance with its terms; 8. the Definitive Documents shall (i) be consistent with the RSA and otherwise approved by the applicable parties thereto consistent with their respective consent and approval rights as set forth in the RSA, (ii) have been executed or deemed executed and delivered by each party thereto, and any conditions precedent related thereto shall have been satisfied or waived in accordance by the applicable party or parties, and (iii) shall be adopted on terms consistent with the terms thereofRSA and the Restructuring Term Sheet; (d) The Rehabilitator9. all authorizations, AACconsents, regulatory approvals, rulings, actions, documents, and AFG will agreements necessary to implement and consummate the Plan shall have received from been obtained, effected, and executed; 10. the Internal Revenue Service a rulingExit Facilities Documents shall have been executed and delivered by each party thereto, in form and substance reasonably satisfactory any conditions precedent related thereto shall have been satisfied or waived (with the consent of the Required Consenting Stakeholders), other than such conditions that relate to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction effectiveness of the Deferred Amounts pursuant Plan and related transactions, including payment of fees and expenses; 11. the New Equity Interests shall have been issued; 12. all Restructuring Expenses shall have been paid in full; and 13. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to this implement and effectuate the Plan nor (ii) any exchange by AAC for Senior Surplus Notes and each of the other transactions contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACRestructuring.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of It shall be a condition to the Effective Date of this the Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of that the following conditions precedentshall have been satisfied or waived pursuant to the provisions of Article IX.B hereof: (a) This 1. the Court will shall have entered the Approval Confirmation Order, which shall be consistent with the TSA and the Merger Agreement (and subject to the consent, approval, and consultation rights set forth in each); 2. the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein (band any amendment thereto) After giving effect shall have been filed with the Court, which shall be consistent with the TSA and the Merger Agreement (and subject to the transactions contemplated by this Planconsent, AAC will have sufficient capital approval, and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator consultation rights set forth in his sole and absolute discretioneach); (c) All conditions (other than 3. the TSA shall not have been terminated and shall be in full force and effect; 4. the Merger shall have been consummated or is anticipated to be consummated concurrent with the occurrence of the Effective Date) to consummation of ; 5. [the Initial Exchange and the Exchange Offers Exit RBL Documents shall have been satisfied or waived in accordance with the terms thereof; executed and delivered (d) The Rehabilitator, AAC, and AFG will have received from the Internal Revenue Service a ruling, which shall be in form and substance reasonably satisfactory acceptable to the RehabilitatorDebtors, AACBCEI, the Required Consenting Noteholders, and AFGthe Exit RBL Agent and consistent with the TSA and the Merger Agreement (and subject to the consent, approval, and consultation rights set forth in each)), and all conditions precedent to the consummation of such Exit RBL Documents, shall have been waived or satisfied in accordance with their terms]; 6. all Allowed Professional Fee Claims shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date have been placed in the Professional Fee Escrow Account pending approval by the Court; 7. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that neither (i) are necessary to implement and effectuate the satisfaction Plan, and each of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes transactions contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37Restructuring Transactions, including the Merger; and (e) AAC will 8. the Debtors shall have received opinions from Sidley Austin LLP regarding paid the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACRestructuring Expenses.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of It shall be a condition to the Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of that the following conditions precedent: (a) This Court will have entered the Approval Order; (b) After giving effect to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than the occurrence of the Effective Date) to consummation of the Initial Exchange and the Exchange Offers shall have been satisfied or waived pursuant to the provisions of Article IX.B hereof: 1. the Bankruptcy Court shall have entered the Confirmation Order; 2. the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein, and all other schedules, documents, supplements and exhibits to the Plan, shall have been Filed; 3. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents (other than any such authorization, consent, regulatory approval, ruling, or document that is customarily obtained or completed after assignment, conveyance or vesting of an applicable asset) that, after giving effect to the entry of the Confirmation Order, are necessary to implement and effectuate the Plan, including Bankruptcy Court approval, and each of the other transactions contemplated by the Restructuring, and such authorizations, consents, regulatory approvals, rulings, or documents shall not be subject to unfulfilled conditions and shall be in full force and effect, and all applicable regulatory waiting periods shall have expired; 4. the Definitive Documents shall be consistent with the Restructuring Support Agreement and otherwise acceptable to the Required Supporting Creditors consistent with their respective consent and approval rights as set forth in the Restructuring Support Agreement; 5. the Restructuring Support Agreement shall not have been terminated and shall remain in full force and effect; 6. the occurrence of the Sale Transaction Closing pursuant to the terms of any Asset Purchase Agreement(s); 7. the Debtors shall have implemented the Restructuring Transactions and all other transactions contemplated by the Plan and the Restructuring Support Agreement in a manner consistent in all respects with the Plan and Restructuring Support Agreement; 8. any New Organizational Documents and New Common Stock Documents, as applicable, shall be in full force and effect (with all conditions precedent thereto having been satisfied or waived), subject to any applicable post-closing execution and delivery requirements; and 9. all Professional fees and expenses of retained Professionals that require the Bankruptcy Court’s approval shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date shall have been placed in a Professional Fee Escrow Account pending the Bankruptcy Court’s approval of such fees and expenses; 10. the Royalty Cure Claims shall not exceed $12,800,000 in the aggregate and no more than $500,000 shall be required to be paid within the first 30 days after the Effective Date without the prior consent of the Required Supporting Creditors; 11. all Restructuring Expenses shall have been indefeasibly paid in full in accordance with the terms thereof; (d) The Rehabilitator, AAC, and AFG will have received from the Internal Revenue Service a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37Article II.F; and (e) AAC will have received opinions from Sidley Austin LLP regarding 12. the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to Debtors shall satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACMinimum Liquidity Threshold.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, This Agreement shall be effective and the occurrence of Parties shall be bound by all its terms and conditions on the date (the “Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 belowDate”) of when the following conditions precedenthave been fully satisfied or waived by the Parties and a written notice to such effect has been jointly signed by them: (a) This Court will Each of the Project Agreements shall have entered been duly signed by the Approval Order;parties thereto, shall be in full force and effect, and all conditions precedent to the effectiveness of each Project Agreement shall have been satisfied. The Company shall have also delivered a true and correct copy of each Project Agreement to the Agency. (b) After giving effect Certified true copies of resolutions adopted by the board of directors of the Company authorizing the signing, delivery, and performance of this Agreement shall have been delivered to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion;Agency. (c) All conditions (other than the occurrence True and correct copies of the Effective Datearticles of incorporation and by-laws (including all amendments thereto) to consummation of the Initial Exchange Company, certified by its corporate secretary and the Exchange Offers SEC, shall have been satisfied or waived in accordance with delivered to the terms thereof;Agency. (d) The RehabilitatorAll Consents that are required to have been obtained in connection with the execution, AACdelivery, exercise of rights, and AFG will commencement of performance of this Agreement shall have received from been obtained and continue to be in full force and effect, including but not limited to, the Internal Revenue Service relevant Consents listed on Schedule M (Consents). (e) A certificate in a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, Agency shall have been issued and AFG, delivered by the Lenders to the Agency confirming that neither the Financing Agreements are in full force and effect and all conditions precedent under the Financing Agreements for the provision of debt financing for the Project have been satisfied. (if) the satisfaction True and complete printed and electronic copies of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated Financial Model certified by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects Lenders as part of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into requirements to satisfy the condition regarding capital and claims-paying resources that are relevant described in Section 2.1(e) (Conditions Precedent to the continued affiliation of AAC with AFG for federal income tax purposes, Effective Date) shall have been submitted to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, Agency. (g) A certificate in a form and substance, substance reasonably satisfactory to the Rehabilitator Agency shall have been delivered by the Company to the Agency either proving the infusion of or expressing the commitment and undertaking of the Initial Shareholders to contribute the necessary equity into the Project and the Company. (h) A true and complete copy, certified by the corporate secretary of the Company, of the unconditional notice to proceed issued by the Company to the EPC Contractor authorizing and directing the EPC Contractor to start work under the EPC Contract. (i) The Performance Security required from the Company pursuant to Section 5.7 (Performance Security) shall have been executed and delivered to the Agency and shall be in full force and effect. (j) Certified true copies of certificates of insurance coverage evidencing compliance with the requirements for insurance needed to be in force as of the Effective Date shall have been delivered to the Agency in line with Section 10.2 (Insurance Certificates) and Schedule N (Insurance). (k) The representations and warranties of the Company contained or incorporated herein by reference shall be true and correct in all material respects on and as of the Effective Date and the Agency shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary of the Company. (l) The Agency shall have received a legal opinion from the Company’s external legal counsel, in a form and substance reasonably satisfactory acceptable to AACthe Agency, concerning the due organization and corporate good standing of the Company and the validity and enforceability of each of the Project Agreements. (m) The Company has paid the Agency the amount of [] as reimbursement for the professional fees of the Agency’s Project transaction advisors. (n) No Legal Requirement shall have been enacted, entered, promulgated, or enforced by any Government Authority having jurisdiction over the matter that restrains, prohibits, or declares illegal the consummation of the transactions contemplated in any of the Project Agreements and no action, suit, inquiry, or proceeding shall have been instituted or threatened that seeks to restrain, prohibit, or declare illegal the consummation of the transactions contemplated by any of the Project Agreements. Each Party, through its respective corporate secretary or chief legal officer, shall issue a sworn statement to this effect. (o) Certified true copies of resolutions adopted by the governing board of the Agency authorizing the execution, delivery, and performance of this Agreement shall have been delivered to the Company. (p) The Agency shall have obtained all land rights and rights-of-way in respect of the Site in such form and substance sufficient to complete the Project and shall have legal, peaceful and unencumbered use and possession of and access to the Site. (q) The Agency shall have obtained from the NWRB a water permit granting it the right to utilize raw water from [indicate raw water source] up to [] liters per second for use in the Project. (r) The representations and warranties of the Agency contained or incorporated herein by reference shall be true and correct in all material respects on and as of the Effective Date and the Company shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary or chief legal officer of the Agency. (s) The Agency shall submit to the Company a legal opinion from the Agency’s chief legal officer, in a form and substance reasonably acceptable to the Company and the Lenders, concerning the due organization and legal existence of the Agency under the laws of the Philippines and the validity and enforceability of this Agreement.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to Article X.B of this Plan is the Plan: 1. the Definitive Documents (as defined in the Restructuring Support Agreement) will contain terms and conditions consistent in all material respects with the Restructuring Support Agreement and will otherwise be subject to satisfaction or waiver the consent of the Requisite Creditors (such consent not to be unreasonably withheld); 2. The Bankruptcy Court shall have entered the Confirmation Order, in form and substance reasonably acceptable to the Requisite Creditors, and the Confirmation Order shall have become a Final Order; provided that in accordance with Section 5.3 belowBankruptcy Rules 3020(e), 6004(h), and 6006(d) (and notwithstanding any other provision of the following conditions precedent: (a) This Court will have entered Bankruptcy Code or the Approval OrderBankruptcy Rules), the Confirmation Order shall not be stayed and shall be effective immediately upon its entry; (b) After giving effect 3. Each of the Plan and all documents contained in any supplement to the transactions contemplated by this Plan, AAC will including the Plan Supplement and any exhibits, schedules, amendments, or modifications thereto, shall have sufficient capital been executed in form and claims-paying resources for AAC substance reasonably acceptable to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretionRequisite Creditors; (c) All 4. The Exit Facility Documents shall have been duly executed, in form and substance reasonably acceptable to the Requisite Creditors, and delivered by all of the Entities that are parties thereto and all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to consummation the effectiveness of the Initial Exchange and the Exchange Offers Exit Facility shall have been satisfied or duly waived in accordance with the terms thereofwriting; (d) The Rehabilitator5. No court of competent jurisdiction or other competent governmental or regulatory authority shall have issued a final and non-appealable order making illegal or otherwise restricting, AAC, and AFG will have received from the Internal Revenue Service a rulingpreventing or prohibiting, in form any material respect, the consummation of the Plan, the Restructuring Support Agreement, or any of the Restructuring Transactions contemplated thereby; 6. The Debtors shall have obtained all material authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and substance reasonably satisfactory effectuate the Restructuring Transactions; 7. The Debtors shall have paid all Transaction Expenses then known or submitted to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37Debtors; and (e) AAC will 8. All Allowed Professional Fee Claims shall have received opinions from Sidley Austin LLP regarding been paid in full or amounts sufficient to pay such Allowed Professional Fee Claims after the tax treatment of those aspects Effective Date shall have been placed in the Professional Fee Escrow Account pending approval of the Transaction Mechanics, this Plan, Professional Fee Claims by the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACBankruptcy Court.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, This Agreement shall be effective and the occurrence of Parties shall be bound by all its terms and conditions on the date (the “Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 belowDate”) of when the following conditions precedenthave been fully satisfied or waived by the Parties and a written notice to such effect has been jointly signed by them: (a) This Court will Each of the Project Agreements shall have entered been duly signed by the Approval Order;parties thereto, shall be in full force and effect, and all conditions precedent to the effectiveness of each Project Agreement shall have been satisfied. The Company shall have also delivered a true and correct copy of each Project Agreement to the LGU. (b) After giving effect Certified true copies of resolutions adopted by the board of directors of the Company authorizing the signing, delivery, and performance of this Agreement shall have been delivered to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion;LGU. (c) All conditions (other than the occurrence True and correct copies of the Effective Datearticles of incorporation and by-laws (including all amendments thereto) to consummation of the Initial Exchange Company, certified by its corporate secretary and the Exchange Offers SEC, shall have been satisfied or waived in accordance with delivered to the terms thereof;LGU. (d) The RehabilitatorAll Consents that are required to have been obtained in connection with the execution, AACdelivery, exercise of rights, and AFG will commencement of performance of this Agreement shall have received from been obtained and continue to be in full force and effect, including but not limited to, the Internal Revenue Service Consents listed on Schedule H (Consents). (e) A certificate in a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, LGU shall have been issued and AFG, delivered by the Lenders to the LGU confirming that neither the Financing Agreements are in full force and effect and all conditions precedent under the Financing Agreements for the provision of debt financing for the Project have been satisfied. (if) the satisfaction True and complete printed and electronic copies of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated Financial Model certified by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects Lenders as part of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into requirements to satisfy the condition regarding capital and claims-paying resources that are relevant described in Section 2.1(e) shall have been submitted to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, LGU. (g) A certificate in a form and substance, substance reasonably satisfactory to the Rehabilitator LGU shall have been delivered by the Company to the LGU either proving the infusion of or expressing the commitment and undertaking of the Initial Shareholders to contribute the necessary equity into the Project and the Company. (h) A true and complete copy, certified by the corporate secretary of the Company, of the unconditional notice to proceed issued by the Company to the EPC Contractor authorizing and directing the EPC Contractor to start work under the EPC Contract. (i) The Performance Security required from the Company pursuant to Section 5.7 shall have been executed and delivered to the LGU and shall be in full force and effect. (j) Certified true copies of certificates of insurance coverage evidencing compliance with the requirements for insurance needed to be in force as of the Effective Date shall have been delivered to the LGU in line with Section 10.2 and Schedule E (Insurance). (k) The representations and warranties of the Company contained or incorporated herein by reference shall be true and correct in all material respects on and as of the Effective Date and the LGU shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary of the Company. (l) The LGU shall have received a legal opinion from the Company’s external legal counsel, in a form and substance reasonably satisfactory acceptable to AACthe LGU, concerning the due organization and corporate good standing of the Company and the validity and enforceability of each of the Project Agreements. (m) The Company has paid the LGU the amount of [] as reimbursement for the professional fees of the LGU’s Project transaction advisors. (n) No Legal Requirement shall have been enacted, entered, promulgated, or enforced by any Government Authority having jurisdiction over the matter that restrains, prohibits, or declares illegal the consummation of the transactions contemplated in any of the Project Agreements and no action, suit, inquiry, or proceeding shall have been instituted or threatened that seeks to restrain, prohibit, or declare illegal the consummation of the transactions contemplated by any of the Project Agreements. Each Party, through its respective corporate secretary or chief legal officer, shall issue a sworn statement to this effect. (o) Certified true copies of resolutions adopted by the governing board of the LGU authorizing the execution, delivery, and performance of this Agreement shall have been delivered to the Company. (p) The LGU shall have obtained all land rights and rights-of-way in respect of the Site in such form and substance sufficient to build and operate the Facilities and complete the Project, and shall have legal, peaceful and unencumbered use and possession of and access to the Site. (q) The representations and warranties of the LGU contained or incorporated herein by reference shall be true and correct in all material respects on and as of the Effective Date and the Company shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary or chief legal officer of the LGU. (r) The LGU shall submit to the Company a legal opinion from the LGU’s chief legal officer, in a form and substance reasonably acceptable to the Company and the Lenders, concerning the due organization and legal existence of the LGU under the laws of the Philippines and the validity and enforceability of this Agreement.

Conditions Precedent to the Effective Date. Unless It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to Article IX.B of the Plan: 1. The Bankruptcy Court shall have entered the Confirmation Order in form and substance consistent in all respects with the Restructuring Support Agreement and otherwise specified be in form and substance reasonably acceptable to the Company Parties and the Required Consenting Stakeholders, and the Confirmation Order shall be a Final Order; provided, that notwithstanding anything to the contrary herein, the occurrence determination to not consummate the Plan after the expiration of the applicable period to file an appeal solely on the basis that the Confirmation Order has not become a Final Order after the applicable appeals period has elapsed due to a pending appeal shall require the unanimous written consent of all Consenting Stakeholders represented by Akin Gump; and provided, further, that in the event that the Effective Date of this the Plan does not occur solely as a result of the Confirmation Order not being a Final Order after the applicable period has elapsed due to a pending appeal, the Backstop Commitment Parties shall not be entitled to receive the Put Option Equity Premium until and unless the Plan, including the Rights Offering, is subject consummated, and the Put Option Cash Premium received by the Backstop Commitment Parties in connection with execution of the Backstop Commitment Agreement shall be returned to satisfaction or waiver (the Debtors in accordance therewith; 2. The Plan, the Definitive Documents, and all documents contained in any Plan supplement, including any exhibits, schedules, amendments, modifications or supplements thereto, shall have been executed and/or filed, in form and substance consistent in all respects with Section 5.3 below) the Restructuring Support Agreement and otherwise reasonably acceptable to the Company Parties and the Required Consenting Stakeholders and shall not have been modified in a manner inconsistent with the Restructuring Support Agreement; 3. The Exit Facility Documents shall have been duly executed and delivered by all of the following Entities that are parties thereto and all conditions precedent: (a) This Court will have entered the Approval Order; (b) After giving effect to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions precedent (other than any conditions related to the occurrence of the Effective Date) to consummation the effectiveness of the Initial Exchange and the Exchange Offers Exit Facility shall have been satisfied or duly waived in writing; 4. The Backstop Commitment Agreement and the Restructuring Support Agreement shall remain in full force and effect, all conditions shall have been satisfied thereunder, and there shall be no breach that would give rise to a right to terminate the Backstop Commitment Agreement or the Restructuring Support Agreement for which notice has been given in accordance with the terms thereofthereof (including by the requisite parties thereunder), or such notice could have been given to the extent such notice is not permitted due to the commencement of the Chapter 11 cases and the related automatic stay; (d) The Rehabilitator5. No court of competent jurisdiction or other competent governmental or regulatory authority shall have issued a final and non-appealable order making illegal or otherwise restricting, AAC, and AFG will have received from the Internal Revenue Service a rulingpreventing or prohibiting, in form and substance reasonably satisfactory to a material respect, the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction consummation of the Deferred Amounts pursuant to this Plan nor (ii) Plan, the Restructuring, the Restructuring Support Agreement or any exchange by AAC for Senior Surplus Notes contemplated by of the Definitive Documents will be contemplated thereby; 6. The Debtors shall have obtained all material authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Restructuring Transactions; 7. The Debtors shall have paid all Consenting Stakeholder Fees and Expenses; 8. All Allowed Professional Fee Claims shall have been paid in full or amounts sufficient to pay such Allowed Professional Fee Claims after the Effective Date shall have been placed in the Professional Fee Escrow Account pending approval of the Professional Fee Claims by the Bankruptcy Court; 9. Immediately after the consummation of the Restructuring, the Company shall have at least $25 million unrestricted cash, net of all fees, expenses, and any other payments contemplated in connection with the consummation of the Restructuring Transactions, without taking into account the proceeds of the Rights Offering; 10. The Debtors shall have implemented the Restructuring Transactions in a “designated event” for purposes manner consistent in all material respects with the Restructuring Support Agreement (subject to the consent rights of Internal Revenue Service Notice 2004-37the Parties set forth therein); and (e) AAC will 11. All Allowed DIP Claims shall have received opinions from Sidley Austin LLP regarding been paid in full in accordance with the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACterms hereof.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of It shall be a condition to the Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of that the following conditions precedent: (a) This Court will have entered the Approval Order; (b) After giving effect to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than the occurrence of the Effective Date) to consummation of the Initial Exchange and the Exchange Offers shall have been satisfied or waived in accordance with pursuant to Article IX.C: 1. the terms thereof; (d) The Rehabilitator, AAC, and AFG will Bankruptcy Court shall have received from entered the Internal Revenue Service a ruling, Confirmation Order in form and substance reasonably satisfactory acceptable to the RehabilitatorDebtors and the Required Consenting Stakeholders; 2. the Confirmation Order shall have become a Final Order; 3. the Debtors shall have obtained all authorizations, AACconsents, and AFGregulatory approvals, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanicsrulings, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources or documents that are relevant necessary to implement and effectuate the continued affiliation of AAC with AFG for federal income tax purposesPlan; 4. all Definitive Restructuring Documents shall, to the continued availability of AAC’s net operating losseswhere applicable, have been executed and to REMIC Matters. Any such opinion shall be, remain in full force and effect in form and substance; 5. the Restructuring Support Agreement shall not have been terminated; 6. the final version of the Plan Supplement and all of the schedules, satisfactory documents, and exhibits contained therein, and all other schedules, documents, supplements and exhibits to the Rehabilitator Plan, shall have been filed; 7. the Plan shall not have been materially amended, altered or modified from the Plan as confirmed by the Confirmation Order, unless such material amendment, alteration or modification has been made in accordance with Article X.A of the Plan; 8. all fees and reasonably satisfactory expenses provided for in the Restructuring Support Agreement, including pursuant to AACsection 8(a)(v) and 8(a)(vi) of the Restructuring Support Agreement, shall have been paid in full by the Debtors; 9. the New Quorum Constituent Documents and the New Shareholders Agreement shall be in full force and effect (with all conditions precedent thereto having been satisfied or waived), subject to any applicable post-closing execution and delivery requirements; 10. to the extent not already paid and/or provided for in Article IX.B.8 hereof, the payment in Cash of all Restructuring Expenses; and 11. all Professional Fee Claims and expenses of retained professionals required to be approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date have been placed in the Professional Fee Escrow Account pending approval by the Bankruptcy Court.

Conditions Precedent to the Effective Date. Unless The following are conditions precedent to the Effective Date that must be satisfied or waived in accordance with Article VIII.C hereof: 1. the Bankruptcy Court shall have entered the Confirmation Order and such order shall (A) be in form and substance consistent with the Restructuring Support Agreement and the Restructuring Support Agreement Term Sheet, or otherwise specified hereinacceptable to the Company Parties and Required Consenting Lenders (in consultation with Birch Grove), (B) not have been vacated, and (C) not be subject to a stay pending appeal; 2. each of the applicable Definitive Documents shall (A) have been executed and effectuated and remain in full force and effect, (B) be in form and substance reasonably acceptable to the Debtors and the Required Consenting Lenders (in consultation with Birch Grove), and (C) be consistent with the Restructuring Support Agreement and the Restructuring Support Agreement Term Sheet, and any conditions precedent related thereto or contained therein shall have been satisfied before or contemporaneously with the occurrence of the Effective Date of this Plan is subject to satisfaction or waiver (otherwise waived in accordance with Section 5.3 below) such applicable Definitive Document(s); all governmental and third-party approvals, authorizations, rulings, documents, and consents that may be necessary in connection with the Restructuring and related transactions or Plan Sale Transaction (as applicable), including from the FCC, shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on the Restructuring and related transactions or Plan Sale Transaction (as applicable); no court of competent jurisdiction or other competent governmental or regulatory authority shall have issued a final and non-appealable order making illegal or otherwise restricting, limiting, preventing, or prohibiting the consummation of any Sale Transaction or Restructuring, as applicable, or any related transactions; the Restructuring Support Agreement shall be in full force and effect, no termination event or event that would give rise to a termination event under the Restructuring Support Agreement upon the expiration of the following conditions precedent: (a) This Court will applicable grace period shall have occurred, and the Restructuring Support Agreement shall not have been validly terminated before the Effective Date; in the event of a Restructuring, the relevant Debtors shall have entered into the Approval OrderExit Facility pursuant to documents in form and substance consistent with the Restructuring Support Agreement; the releases and exculpation consistent with the terms of the Restructuring Support Agreement shall have been approved; (bA) After giving effect to all of the transactions contemplated by this Plan, AAC will Prepetition Lenders’ reasonable and documented fees and expenses payable under the Restructuring Support Agreement shall have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, been paid in full as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than the occurrence of the Effective Date, and (B) amounts sufficient to consummation of the Initial Exchange and the Exchange Offers pay Retained Professionals in full shall have been satisfied or waived placed in accordance with the terms thereof; (d) The Rehabilitator, AAC, Professional Fee Escrow Account pending approval of payment of such fees and AFG will have received from the Internal Revenue Service a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated expenses by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACBankruptcy Court.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the The occurrence of the Effective Date of this the Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of the following conditions precedent: (a) This the Bankruptcy Court will shall have entered the Approval Confirmation Order acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement) and such Confirmation Order shall have become a Final Order; (b) After giving effect the conditions to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator closing set forth in his sole and absolute discretion; (c) All conditions (other than the occurrence section 10.1 of the Effective Date) to consummation of the Initial Exchange and the Exchange Offers Investment Agreement shall have been satisfied or waived in accordance with the terms thereof, and such Investment Agreement shall be in full force and effect; (c) there shall be no existing default under the Plan Support and Lock-Up Agreement, which default would permit the Requisite Consenting Lenders to terminate the Plan Support and Lock-Up Agreement (notwithstanding any cure periods), the Plan Support and Lock-Up Agreement shall not have been terminated in accordance with the terms thereof, and such Plan Support and Lock-Up Agreement shall be in full force and effect; (d) The Rehabilitatorthe Definitive Documents, AACincluding all documentation related thereto, shall be in substance consistent with the Exit Term Loan Term Sheet, and AFG will acceptable to the Debtors, Purchaser Representative (in accordance with Purchaser Representative’s consent rights set forth in the Investment Agreement) and the Requisite Consenting Lenders (in accordance with Requisite Consenting Lenders’ consent rights set forth in the Plan Support and Lock-Up Agreement), and shall be executed by all parties thereto; (e) the Debtors shall have received from all authorizations, consents, regulatory approvals, rulings, no-action letters, opinions or documents necessary to implement the Internal Revenue Service a rulingPlan and that are required by law, in form and substance reasonably satisfactory to the Rehabilitatorregulation, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37or order; and (ef) AAC will the amended and restated certificate of incorporation for Reorganized LodgeNet Interactive shall have received opinions from Sidley Austin LLP regarding been filed with the tax treatment Secretary of those aspects State of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation State of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACDelaware.

Conditions Precedent to the Effective Date. Unless otherwise specified herein, the occurrence of ‌ It shall be a condition to the Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of that the following conditions precedent: (a) This Court will have entered the Approval Order; (b) After giving effect to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than the occurrence of the Effective Date) to consummation of the Initial Exchange and the Exchange Offers shall have been satisfied or waived pursuant to Section 9.2 of the Plan: (a) the Confirmation Order shall have been entered and become a Final Order, and such Final Order shall not have been stayed, modified, or vacated on appeal; (b) all respective conditions precedent to the transactions contemplated under the RPSA shall have been waived or satisfied in accordance with the terms thereof; (c) the principal amount of Senior Secured Notes tendered by Non-Qualified Holders prior to the Distribution Record Date is less than $1,800,000; (d) The Rehabilitatorall fees and expenses invoiced at least five (5) Business Days prior to such date by the Ad Hoc Group Advisors shall have been indefeasibly paid in full in Cash in in accordance with the terms of the applicable Ad Hoc Group Advisor Engagement Agreement; (e) Class F is vacant and eliminated under Section 12.4; (f) the Non-Compete Agreements shall have become effective; (g) the RPSA has not been terminated under Section 5 thereof and there is no pending uncured breach or default that, AACwith the passage of time or the giving of notice (or both), could result in such termination or would provide any party or parties with the right to terminate under Section 5 thereof; and (h) this Plan and AFG will have received from all documents and agreements necessary to implement the Internal Revenue Service a rulingPlan, including the New Notes Indenture, the Collateral Documents, the New Corporate Governance Documents and any other agreement or document related to the foregoing or entered into in connection therewith (including documents effectuating affiliate guaranties or asset pledges), shall have: (i) all conditions precedent to such documents and agreements satisfied or waived pursuant to the terms of such documents or agreements; (ii) been tendered for delivery to the required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with applicable laws; (iii) been effected or executed; and (iv) been in form and substance reasonably satisfactory to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Requisite Consenting Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACSecured Noteholders.

Conditions Precedent to the Effective Date. Unless otherwise specified hereina. The "Effective Date" means and shall be the date as of which the Court enters an orders (i) approving this Agreement, the occurrence authorizing assumption of the Effective Date of this Plan is subject to satisfaction TPAs, as amended, and authorizing that the Pepco Claim be allowed, all as more particularly described in Section 3, and such order does not materially modify or waiver (in accordance with Section 5.3 below) of the following conditions precedent: (a) This Court will have entered the Approval Order; (b) After giving effect to amend the transactions contemplated by this PlanAgreement and the Amendments (the "Approval Order"), AAC will have sufficient capital and claims-paying resources for AAC (ii) authorizing and approving the Make Whole Claim mechanism as more particularly described in Section 5(b), which orders shall be in substance reasonably satisfactory to effectuate Pepco and the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions (other than Mirant Parties. Upon the occurrence of the Effective Date) , the Escrow Agent shall distribute the Amendments as described in Section 1. Prior to consummation the occurrence of the Initial Exchange Effective Date, this Agreement may be terminated as provided in Section 9. b. In the event the Court's Approval Order is reversed or materially modified on appeal by a final, binding, then Pepco shall have an agreed allowed claim (the "Make Whole Claim") against the Mirant Parties. The Make Whole Claim - · shall have administrative priority status pursuant to 11 U.S.C.§§ 503(b) and 507(a)(1); · shall be allowed in an amount equal to (x) the total amount Pepco has paid under the Amendments, less (y) the amount Pepco would have paid under the TPAs if the Amendments had not been executed and the Exchange Offers shall have been satisfied or waived Mirant Parties had performed the TPAs in accordance with their terms; · may be contested by the terms thereof; (d) The Rehabilitator, AAC, and AFG will have received from the Internal Revenue Service a ruling, in form and substance reasonably satisfactory Mirant Parties only as to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction accuracy of the Deferred Amounts pursuant calculation, but not as to this Plan nor its existence or allowability; · does not include, but does not preclude, an assertion by Pepco of any other claim arising on account of such reversal or modification, including without limitation claims arising under the Guarantee Agreements, as to which the Mirant Parties may assert any defenses or objections; · shall not be subject to objection, offset, or reduction for any reason, provided however that the Mirant Parties (iior either of them) shall have the right to offset the Make Whole Claim against any exchange by AAC for Senior Surplus Notes contemplated by amounts the Definitive Documents will be a “designated event” for purposes Mirant Parties (or either of Internal Revenue Service Notice 2004-37; and (ethem) AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment are permitted to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACrecover under Section 5(c) below.

Conditions Precedent to the Effective Date. Unless otherwise specified hereinThe obligations of the Lenders to make Advances, the occurrence obligation of the Effective Date Swingline Lender to make Swingline Loans and the obligation of this Plan is subject the LC Bank to satisfaction or waiver (in accordance with Section 5.3 below) issue Letters of Credit hereunder shall not become effective until and shall become effective upon the date on which each of the following conditions precedentis satisfied: (a) This Court will Agreement (including all schedules, exhibits, certificates and opinions delivered pursuant hereto), and each other Loan Document shall have entered been duly executed and delivered by or on behalf of the Approval Order;Borrower and, in the case of this Agreement, by the Lenders. (b) After giving effect to There shall have occurred no material adverse change in the transactions contemplated by this Plancondition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plantaken as a whole, as determined by the Rehabilitator in his sole and absolute discretion;since February 28, 2004. (c) All conditions There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (other than i) could reasonably be expected to result in a material adverse change in the occurrence condition (financial or otherwise) or results of operations or prospects of the Effective DateBorrower and its Subsidiaries, taken as a whole, or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the Initial Exchange and the Exchange Offers shall have been satisfied or waived in accordance with the terms thereof;transactions contemplated hereby. (d) The Rehabilitator, AACAll governmental and third-party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and AFG will no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent that have been billed (including the accrued fees and expenses of counsel to the Agent) and any and all other fees required to be paid on or before the Effective Date. (g) The Agent shall have received from on or before the Internal Revenue Service a rulingEffective Date the following, each dated such date, in form and substance reasonably satisfactory to the Rehabilitator, AAC, Agent and AFG, that neither (except for the Notes) in sufficient copies for each Lender: (i) the satisfaction certified copies of the Deferred Amounts pursuant resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents, and of all documents evidencing other necessary corporate action and government approvals, if any, with respect to this Plan nor Agreement and the other Loan Documents, (ii) any exchange by AAC for Senior Surplus Notes contemplated by a certificate of the Definitive Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the other Loan Documents will and the other documents to be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; anddelivered hereunder, (eiii) AAC will a copy of a certificate of the Secretary of State of the jurisdiction of incorporation of the Borrower (as of a date reasonably near the Effective Date) that (A) attached thereto is a true and correct copy of the Borrower’s charter and each amendment thereto, (B) such amendments are the only amendments to the Borrower’s charter on file in his office, (C) the Borrower has paid all franchise taxes to the date of such certificate and (D) the Borrower is duly incorporated and in good standing under the laws of its jurisdiction of incorporation, (iv) a certificate of the Borrower, signed by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Effective Date, certifying (A) as to the absence of any amendments to the charter of the Borrower since the date of the Secretary of State’s certificate from its jurisdiction of incorporation, (B) that attached is a true and correct copy of the by-laws of the Borrower as in effect on the Effective Date, (C) as to the due incorporation and good standing of the Borrower as a corporation organized under the laws of its jurisdiction of incorporation, and the absence of any proceeding for the dissolution or liquidation of the Borrower, (D) as to the truth and correctness of the representations and warranties contained in Section 4.01 of this Agreement as though made on and as of the Effective Date and (E) as to the absence of any event occurring and continuing, or resulting from the effectiveness of this Agreement or any other Loan Document, if any, that constitutes a Default, (v) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, special counsel for the Borrower, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Agent may reasonably request, (vi) a favorable opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Associate General Counsel of the Borrower, substantially in the form of Exhibit E hereto and as to such other matters as any Lender through the Agent may reasonably request, (vii) evidence of the termination of the commitments under the Existing Credit Agreement and the repayment in full of all obligations owing under such agreement, (viii) such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request. (h) The Lenders shall have received opinions from Sidley Austin LLP regarding all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACPatriot Act.

Conditions Precedent to the Effective Date. Unless It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to Article IX.B of this Plan: a. the Disclosure Statement Order and Confirmation Order shall have been entered by the Bankruptcy Court, each of which shall be in form and substance reasonably satisfactory to the Required Parties, and such orders shall have become Final Orders that have not been stayed, modified, or vacated on appeal; b. the Debtors shall not be in default under the DIP Facility or the Final DIP Order (or, to the extent that the Debtors are in default on the proposed Effective Date, such default shall have been waived by the DIP Lenders or cured by the Debtors in a manner consistent with the DIP Facility and the DIP Orders); c. the Plan and the Plan Supplement, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made thereto, shall have been Filed in a manner consistent in all respects with the Restructuring Support Agreement and otherwise specified hereinreasonably acceptable to the Required Parties and any modifications made after the Confirmation Date but prior to the Effective Date shall have been made in accordance with Article X.A of this Plan; d. all conditions precedent to the issuance of the New Interests, other than any conditions related to the occurrence of the Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) Date, shall have occurred and the New Interests shall have been issued; e. the Exit Financing Documents shall have been executed and delivered by all of the following Entities that are parties thereto, all conditions precedent: (a) This Court will have entered the Approval Order; (b) After giving effect to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this Plan, as determined by the Rehabilitator in his sole and absolute discretion; (c) All conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation of the Initial Exchange Exit Financing shall have been waived or satisfied in accordance with the terms thereof, and the Exchange Offers closing of the Exit Financing shall have occurred, in each case, prior to or substantially contemporaneous with the Effective Date; f. the New Organizational Documents shall have been duly filed with the applicable authorities in the relevant jurisdictions; g. all governmental and material third party approvals and consents, including the Bankruptcy Court approval, necessary in connection with the Restructuring Transactions shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on such transactions; h. the Restructuring Support Agreement shall not have validly terminated as to all parties thereto and shall be in full force and effect and shall not be the subject of a pending motion to reject, and the Debtors shall be in compliance therewith; i. with respect to all documents and agreements necessary to implement the Plan: (1) all conditions precedent to such documents and agreements (other than any conditions precedent related to the occurrence of the Effective Date) shall have been satisfied or waived pursuant to the terms of such documents or agreements; (2) such documents and agreements shall have been tendered for delivery to the required parties and been approved by any required parties and, to the extent required, filed with and approved by any applicable Governmental Units in accordance with the terms thereofapplicable laws; and (3) such documents and agreements shall have been effected or executed; (d) The Rehabilitator, AAC, and AFG will have received from the Internal Revenue Service a j. there shall be no ruling, in form and substance reasonably satisfactory to judgment or order issued by any Governmental Unit making illegal, enjoining, or otherwise preventing or prohibiting the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction consummation of the Deferred Amounts pursuant Restructuring Transactions, unless such ruling, judgment or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; k. there shall be no material litigation or investigation by any Governmental Unit involving the Debtors as of the Effective Date that has had, or would reasonably be expected to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by have, a Material Adverse Effect on the Definitive Documents will be business, financial condition or results of operations of the Reorganized Debtors, taken as a “designated event” for purposes of Internal Revenue Service Notice 2004-37whole; l. the Professional Fee Escrow Account shall have been established and funded with the Professional Fee Amount; and (e) AAC will m. the Debtors shall have received opinions from Sidley Austin LLP regarding otherwise substantially consummated the tax treatment of those aspects of the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreementapplicable Restructuring Transactions, and certain all transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall becontemplated herein, in form a manner consistent in all respects with the Restructuring Support Agreement and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACPlan.

Conditions Precedent to the Effective Date. Unless otherwise specified hereinIt shall be a condition to Consummation of the Plan that the following conditions shall have been satisfied (or waived pursuant to the provisions of Article IX.C of the Plan): • Entry of the Confirmation Order in a form and substance acceptable to the Requisite Creditors, and such order shall have become a Final Order that has not been stayed, modified, or vacated on appeal; • All of the occurrence Consenting Creditors Fees shall have been paid or escrowed, as applicable, by the Debtors in accordance with the terms of the Plan; • All fees ordered to be paid pursuant to the Cash Collateral Order, including the Consenting Creditors’ reasonable and documented professional fees, shall have been paid or will be paid prior to or contemporaneously with the Effective Date of this Plan is subject to satisfaction or waiver (in accordance with Section 5.3 below) of the following conditions precedent: (a) This Court will have entered the Approval Order; (b) After giving effect to the transactions contemplated by this Plan, AAC will have sufficient capital and claims-paying resources for AAC to effectuate the terms of this the Plan and the Cash Collateral Order; • The Plan, as determined including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made after the Confirmation Date but prior to the Effective Date, shall be in form and substance acceptable in all respects to the Debtors and the Requisite Creditors; • The Plan Supplement, including any exhibits, schedules, amendments, modifications, or supplements thereto, and inclusive of any amendments, modifications, or supplements made after the Confirmation Date but prior to the Effective Date, shall be in form and substance acceptable in all respects to the Debtors and the Requisite Creditors; • The New Second Lien PIK Notes Documents shall have been executed and delivered by all of the Rehabilitator in his sole Entities that are parties thereto, and absolute discretion; (c) All all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation of the Initial Exchange New Second Lien PIK Notes shall have been waived or satisfied in accordance with the terms of the Plan, and the Exchange Offers issuance of the New Second Lien PIK Notes shall be deemed to occur concurrently with the occurrence of the Effective Date; • The Exit Facility Documents shall have been executed and delivered by all of the Entities that are parties thereto, and all conditions precedent (other than any conditions related to the occurrence of the Effective Date) to the consummation of the Exit Facility shall have been waived or satisfied in accordance with the terms thereof, and the closing of the Exit Facility shall be deemed to occur concurrently with the occurrence of the Effective Date; • All other Definitive Documentation shall be acceptable in all respects to the Requisite Creditors and executed in accordance with the terms of the Plan. • All conditions precedent to the issuance of the New Equity, other than any conditions related to the occurrence of the Effective Date, shall have occurred; • The New Organizational Documents shall be in form and substance acceptable in all respects to the Debtors and the Requisite Creditors and shall have been duly filed with the applicable authorities in the relevant jurisdictions; • All governmental and third-party approvals and consents, including Court approval, necessary in connection with the transactions provided for in the Plan shall have been obtained, are not subject to unfulfilled conditions, and are in full force and effect, and all applicable waiting periods have expired without any action having been taken by any competent authority that would restrain or prevent such transactions; • All documents and agreements necessary to implement the Plan, including any revised employment agreements, shall have (a) been tendered for delivery and (b) been effected or executed by all Entities party thereto, and all conditions precedent to the effectiveness of such documents and agreements (other than any conditions related to the occurrence of the Effective Date) shall have been satisfied or waived in accordance with pursuant to the terms thereof; of such documents or agreements (d) The Rehabilitatorincluding, AACwithout limitation, the Exit Facility Documents); and AFG will have received from the Internal Revenue Service a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to this Plan nor (ii) any exchange by AAC for Senior Surplus Notes contemplated • All Allowed Professional Fee Claims approved by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and (e) AAC will Court shall have received opinions from Sidley Austin LLP regarding been paid in full and the tax treatment of those aspects of Professional Fee Escrow Account shall have been funded in the Transaction Mechanics, this Plan, the Exchange Offers, the Waiver and Amendment to Settlement Agreement, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC Matters. Any such opinion shall be, in form and substance, satisfactory to the Rehabilitator and reasonably satisfactory to AACProfessional Fee Reserve Amount.