Common use of Condition Subsequent Clause in Contracts

Condition Subsequent. 8.1 The Seller shall procure that Completion Accounts are delivered to the Buyer as soon as practicable after Completion, together with a calculation of the adjustment to the Purchase Price required under Clause 5.2, in accordance with Schedule 3. 8.2 The Buyer shall procure the release of the Existing Guarantee in accordance with Schedule 3, and the Seller shall provide all assistance reasonably requested by the Buyer in connection with such release of the Existing Guarantee (at the Buyer’s sole expense). 8.3 The Buyer shall indemnify the Seller against any claim made under the Existing Guarantee in the period between Completion and the release of the Existing Guarantee as a condition subsequent to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal fees) suffered or incurred by the Seller arising out of or in connection with any such claim (any such costs and expenses to be itemised accordingly). 8.4 This indemnity shall not cover the Seller to the extent that a claim under it results from the Seller’s negligence or wilful misconduct. 8.5 If any third party makes a claim, or notifies an intention to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Seller shall: (a) as soon as reasonably practicable, give written notice of the Claim to the Buyer, specifying the nature of the Claim in reasonable detail; (b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Buyer (such consent not to be unreasonably conditioned, withheld or delayed); (c) give the Buyer and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Seller, so as to enable the Buyer and its professional advisers to examine them and to take copies (at the Buyer’s expense) for the purpose of assessing the Claim; and (d) be deemed to have given to the Buyer sole authority to avoid, dispute, compromise or defend the Claim. 8.6 If a payment due from the Buyer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Seller shall be entitled to receive from the Buyer such amounts as shall ensure that the net receipt, after tax, to the Seller in respect of the payment is the same as it would have been were the payment not subject to tax.

Condition Subsequent. 8.1 a. The Seller shall procure that Completion Accounts are delivered parties acknowledge the following: Licensee is currently engaged in an initial offering of its common stock scheduled to expire on July 5, 1996 unless extended by Licensee to a later date (the "Initial Offering"). Licensee is looking to the Buyer as soon as practicable after Completion, together with a calculation proceeds of the adjustment Initial Offering to enable Licensee to fulfill its initial payment obligations under this Agreement. Licensee intends promptly to disclose to its prospective common stockholders the Purchase Price existence and principal terms of this Agreement in advance of the scheduled expiration date of the Initial Offering in order to enable its prospective common stockholders to determine whether they wish to purchase their shares notwithstanding Licensee's entering into this Agreement. b. On or before July 19, 1996, Licensee shall provide written notice to Sun ("Licensee's Notice") truthfully indicating either that: (i) Licensee has not received and accepted the minimum proceeds required under Clause 5.2to close the Initial Offering; or (ii) Licensee has received and accepted the minimum proceeds required to close the Initial Offering. ▇. ▇▇ the event that Licensee's Notice shall truthfully indicate that Licensee has not received and accepted the minimum proceeds required to close the Initial Offering, then this Agreement and all agreements entered into pursuant to or in contemplation of this Agreement shall be cancelled and of no effect as though they had never been signed or delivered. In the event that Licensee's Notice truthfully indicates that Licensee has received and accepted the minimum proceeds required to close the Initial Offering, then this Agreement and all such other agreements shall remain fully effective in accordance with Schedule 3their terms without reference to this condition subsequent. 8.2 The Buyer d. Licensee agrees that no press release concerning this Agreement will be made prior to satisfaction of this Condition Subsequent, and that its disclosures concerning this Agreement to prospective common stockholders shall procure the release be identified as confidential information of Licensee. e. Neither Sun's obligation to make its initial delivery of the Existing Guarantee in accordance with Schedule 3, and the Seller shall provide all assistance reasonably requested by the Buyer in connection with such release of the Existing Guarantee (at the Buyer’s sole expense). 8.3 The Buyer shall indemnify the Seller against any claim made Source Code under the Existing Guarantee in the period between Completion and the release of the Existing Guarantee as a condition subsequent to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal fees) suffered or incurred by the Seller arising out of or in connection with any such claim (any such costs and expenses to be itemised accordingly). 8.4 This indemnity shall not cover the Seller to the extent that a claim under it results from the Seller’s negligence or wilful misconduct. 8.5 If any third party makes a claim, or notifies an intention this Agreement nor Licensee's obligations to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability any payments under this indemnity (Agreement will be triggered unless Licensee has timely received and accepted the minimum proceeds required to close the Initial Offering in such manner as to require Licensee to provide a “Claim”), the Seller shall: (a) Licensee" Notice as soon as reasonably practicable, give written notice of the Claim to the Buyer, specifying the nature of the Claim set forth in reasonable detail; subparagraph (b) not (ii), above. f. Sun's obligation to make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent its initial delivery of the Buyer Source Code hrereunder will not be triggered until fifteen (such consent not to be unreasonably conditioned, withheld or delayed); (c15) give the Buyer and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control business days after satisfaction of the Seller, so as to enable the Buyer and its professional advisers to examine them and to take copies (at the Buyer’s expense) for the purpose of assessing the Claim; and (d) be deemed to have given to the Buyer sole authority to avoid, dispute, compromise or defend the Claimcondition subsequent identified in this Section. 8.6 If a payment due from the Buyer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Seller shall be entitled to receive from the Buyer such amounts as shall ensure that the net receipt, after tax, to the Seller in respect of the payment is the same as it would have been were the payment not subject to taxg. 3 page side letter attached - dated 11 July 1996.

Condition Subsequent. 8.1 The Seller shall procure that Completion Accounts are delivered obligation of the Lender to continue to make Advances, or otherwise extend credit under the Credit Agreement, is subject to the Buyer as soon as practicable after Completiondelivery, together with a calculation on or before April 30, 2003, by the Borrower to the Lender of evidence, in form and substance satisfactory to the Lender in its sole discretion, of the adjustment receipt by the Borrower of no less than: (a) an additional $400,000 as cash proceeds of a loan or equity contribution made to the Purchase Price required under Clause 5.2Borrower by Health Holdings and Botanicals, LLC (“HHB”) together with, in accordance with Schedule 3. 8.2 The Buyer shall procure the release event such funds are received as a loan, an amendment and restatement of the Existing Guarantee subordination agreement previously executed by HHB for the benefit of the Lender, duly executed by HHB and in accordance with form and substance satisfactory to the Lender in its sole discretion (the “New Subordination Agreement”) and (b) an additional $50,000 as cash proceeds of a loan or equity contribution made to the Borrower by ▇▇▇▇▇ ▇. ▇▇▇▇ (“▇▇▇▇”) together with, in the event such funds are received as a loan, the New Subordination Agreement duly executed by Weil; provided, however, if such funds are received in the form of a cash equity contribution, Schedule 37.2 to the Credit Agreement (as amended by this Amendment) shall not be deemed to include any indebtedness owed to HHB or Weil, and which indebtedness shall therefore not be permitted under the Seller shall provide all assistance reasonably requested terms of the Credit Agreement. Furthermore, the failure by the Buyer Borrower to fulfill the terms of this Section 6 shall constitute an Event of Default. Without in any way limiting any provision of the Credit Agreement, the Borrower understands and agrees that any additional indebtedness incurred by the Borrower in connection with such release that certain Loan Agreement, dated on or about April, 2003, among the Borrower, HHB and Weil and providing for advances of the Existing Guarantee (at the Buyer’s sole expense). 8.3 The Buyer shall indemnify the Seller against any claim made under the Existing Guarantee in the period between Completion and the release of the Existing Guarantee as a condition subsequent up to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal fees) suffered or incurred by the Seller arising out of or in connection with any such claim (any such costs and expenses to be itemised accordingly). 8.4 This indemnity $750,000, shall not cover the Seller be considered permitted indebtedness except as expressly set forth on Schedule 7.2 (as amended) and only to the extent that the Lender has received a claim under it results subordination agreement from the Seller’s negligence proposed holder of such indebtedness or wilful misconduct. 8.5 If any third a joinder agreement under which such holder becomes a party makes a claim, or notifies an intention to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Seller shall: (a) as soon as reasonably practicable, give written notice of the Claim to the BuyerNew Subordination Agreement, specifying the nature of the Claim in reasonable detail; (b) not make any admission of liabilityeither case, agreement or compromise in relation form and substance satisfactory to the Claim without the prior written consent of the Buyer (such consent not to be unreasonably conditioned, withheld or delayed); (c) give the Buyer and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Seller, so as to enable the Buyer and its professional advisers to examine them and to take copies (at the Buyer’s expense) for the purpose of assessing the Claim; and (d) be deemed to have given to the Buyer sole authority to avoid, dispute, compromise or defend the ClaimLender. 8.6 If a payment due from the Buyer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Seller shall be entitled to receive from the Buyer such amounts as shall ensure that the net receipt, after tax, to the Seller in respect of the payment is the same as it would have been were the payment not subject to tax.

Condition Subsequent. 8.1 The Seller shall procure that Completion Accounts are delivered to the Buyer as soon as practicable after Completion, together with a calculation of the adjustment to the Purchase Price required under Clause 5.2, in accordance with Schedule 3. 8.2 The Buyer shall procure the release of the Existing Guarantee in accordance with Schedule 3, and the Seller shall provide all assistance reasonably requested by the Buyer in connection with such release of the Existing Guarantee (at the Buyer’s sole expense). 8.3 The Buyer shall indemnify the Seller against any claim made under the Existing Guarantee in the period between Completion and the release of the Existing Guarantee as a condition As conditions subsequent to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal fees) suffered initial closing hereunder, Borrower shall perform or incurred by the Seller arising out of or in connection with any such claim (any such costs and expenses cause to be itemised accordingly). 8.4 This indemnity shall not cover performed the Seller following (the failure by Borrower to the extent that a claim under it results from the Seller’s negligence so perform or wilful misconduct. 8.5 If any third party makes a claim, or notifies cause to be performed constituting an intention to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Seller shall:Event of Default): (a) as soon as reasonably practicable, give written notice within 30 days of the Claim Closing Date, deliver to Foothill the Buyer, specifying the nature certified copies of the Claim in reasonable detailpolicies of insurance, together with the endorsements thereto, as are required by SECTION 6.10, the form and substance of which shall be satisfactory to Foothill and its counsel; (b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent within 30 days of the Buyer (such consent not Closing Date, Foothill shall have received satisfactory evidence that all Intellectual Property of any of Borrower's Subsidiaries shall have been assigned to be unreasonably conditioned, withheld or delayed)Borrower; (c) give within 30 days of the Buyer and its professional advisers access at reasonable times Closing Date, Foothill shall have received satisfactory evidence that all of Borrower's copyrightable material (on reasonable prior notice) other than Exempt Copyrights), including copyrightable material assigned to its premises and its officersBorrower pursuant to SECTION 3.3(b), directors, employees, agents, representatives or advisersshall have been registered with the United States Copyright Office, and to that all such copyrightable material and any relevant assets, accounts, documents and records proceeds thereof are specifically encumbered by the Copyright Security Agreement; (d) within the power or control 30 days of the SellerClosing Date, so Foothill shall have received satisfactory evidence that all of Borrower's patentable inventions (other than Exempt Patents), including patentable inventions assigned to Borrower pursuant to SECTION 3.3(b), shall have been registered with the United States Patent and Trademark Office, and that all such patentable inventions and any proceeds thereof are specifically encumbered by the Patent Security Agreement; (e) within 30 days of the Closing Date, each Foreign Currency Bank shall establish and maintain tri-party blocked-on-demand account agreements with Foothill and Borrower or its Subsidiaries in accordance with SECTION 2.7(d); (f) within 90 days of the Closing Date, deliver or cause to be delivered such agreements, instruments, or other documents, including an opinion of counsel in form and substance satisfactory to Foothill, as Foothill shall request in order to enable the Buyer perfect its security interest in Borrower's Inventory and its professional advisers to examine them and to take copies (at the Buyer’s expense) for the purpose of assessing the Claimother property located in The Netherlands; and (dg) be deemed to have given to the Buyer sole authority to avoidupon Foothill's request, dispute, compromise or defend the Claim. 8.6 If a payment due from the Buyer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Seller shall be entitled to receive from the Buyer such amounts as shall ensure that the net receipt, after tax, to the Seller in respect within 90 days of the payment is the same Closing Date, deliver or cause to be delivered such agreements, instruments, or other documents, including an opinion of counsel in form and substance satisfactory to Foothill, as it would have been were the payment not subject Foothill shall request in order to tax.perfect its security interest in Borrower's Inventory and other property located in Thailand; and

Condition Subsequent. 8.1 The Seller shall procure that Completion Accounts are delivered to 4.6.1 Within the Buyer as soon as practicable after Completiontime periods specified in the TM Licence Agreement, together with a calculation of the adjustment to the Purchase Price required under Clause 5.2, in accordance with Schedule 3. 8.2 The Buyer shall procure the release of the Existing Guarantee in accordance with Schedule 3Company shall, and the Seller shall provide all assistance reasonably requested by the Buyer in connection with such release of the Existing Guarantee (at the Buyer’s sole expense). 8.3 The Buyer shall indemnify the Seller against any claim made under the Existing Guarantee in the period between Completion and the release of the Existing Guarantee as a condition subsequent to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal fees) suffered or incurred by the Seller arising out of or in connection with any such claim (any such costs and expenses to be itemised accordingly). 8.4 This indemnity shall not cover the Seller to the extent that a claim under it results from the Seller’s negligence or wilful misconduct. 8.5 If any third party makes a claim, or notifies an intention to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Seller shall: (a) as soon as reasonably practicable, give written notice of the Claim to the Buyer, specifying the nature of the Claim in reasonable detail; (b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Buyer (such consent not to be unreasonably conditioned, withheld or delayed); (c) give the Buyer and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Seller, so as to enable the Buyer and its professional advisers to examine them and to take copies (at the Buyer’s expense) for the purpose of assessing the Claim; and (d) be deemed to have given to the Buyer sole authority to avoid, dispute, compromise or defend the Claim. 8.6 If a payment due from the Buyer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Seller shall be entitled to receive from the Buyer such amounts as Purchaser shall ensure that the net receiptCompany shall have changed its name officially and in accordance with Applicable Law so as to remove all references to the word/ ▇▇▇▇ “Stoneridge” therefrom and completely stopped using the word/▇▇▇▇ “Stoneridge” except as may be expressly permitted in the Transaction Documents. In the event that the Company is unable to do so within such timeframe as prescribed, then at the request of the Company, the Parties may agree to extended timelines, as mutually agreeable, for such changes to be effected. Provided that the Company shall, and the Purchaser shall ensure that the Company shall, change its email address, web domain and homepage to eliminate and remove “Stoneridge” within 30 (thirty) days from the Closing Date. 4.6.2 The Company shall, after taxthe Closing, within the period prescribed under the Applicable Law, file with the Registrar of Companies of Delhi and Haryana all requisite forms including Form DIR-12 in relation to resignation of the Seller Nominee Directors as per Clause 1.4 of Schedule 1 and provide the Seller with receipts received from the Registrar of Companies in respect of the payment filings so made. 4.6.3 The Purchaser shall, within 5 (five) Business Days of the Closing, file Form FC-TRS under the Exchange Control Regulations in respect of the purchase of the Sale Shares by the Purchaser and shall share the online application number generated at the time of submission of Form FC-TRS with the Seller for its records. 4.6.4 The Parties shall provide all necessary support and assistance as may be required by the Company post-Closing, including in relation to filings as may be required with Governmental Authorities and/ or sending intimations to third parties for withdrawal of all authorities/ powers/ duties delegated to any Person who is a representative of the same as it would have been were the payment not subject to taxSeller.

Condition Subsequent. 8.1 The Seller 4.1. Each of PLI, PI, CyberEd and TeachMaster agrees to deliver to the Agent, and agrees that any failure to do so within 30 days of the date of this Amendment, shall procure constitute an Event of Default under the Credit Agreement, a copy of the resolutions of the Board of Directors of each Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that Completion Accounts are there has been no amendment to the Certificate of Incorporation or Bylaws of such Borrower since true and accurate copies of the same were delivered to the Buyer as soon as practicable after Completion, together Agent with a calculation certificate of the adjustment to the Purchase Price required under Clause 5.2Secretary of such Borrower dated December 19, in accordance with Schedule 3. 8.2 The Buyer shall procure the release of the Existing Guarantee in accordance with Schedule 32001, and the Seller shall provide all assistance reasonably requested (ii) identifying each officer of such Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Buyer such Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such release of the Existing Guarantee (at the Buyer’s sole expense)officer's signature and such officer's incumbency in such offices as such officer holds. 8.3 The Buyer 4.2. NetSchools agrees to deliver the following documents to the Agent, and agrees that any failure to do so within 30 days of this Amendment shall indemnify the Seller against any claim made constitute an Event of Default under the Existing Guarantee in the period between Completion and the release of the Existing Guarantee as a condition subsequent to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal fees) suffered or incurred by the Seller arising out of or in connection with any such claim (any such costs and expenses to be itemised accordingly)Credit Agreement. 8.4 This indemnity shall not cover the Seller to the extent that a claim under it results from the Seller’s negligence or wilful misconduct. 8.5 If any third party makes a claim, or notifies an intention to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Seller shall: (a) as soon as reasonably practicable, give written notice of the Claim to the Buyer, specifying the nature of the Claim in reasonable detail;A Security Agreement duly executed by NetSchools. (b) not make any admission Current searches of liabilityappropriate filing offices showing that no state or federal tax liens have been filed and remain in effect against NetSchools, agreement and that no financing statements or compromise other notifications or filings have been filed and remain in relation to effect against NetSchools, other than those for which the Claim without the prior written consent of the Buyer (such consent not to be unreasonably conditionedAgent has received an appropriate release, withheld termination or delayed);satisfaction or those permitted in accordance with Section 6.1. (c) give A copy of the Buyer resolutions of the Board of Directors of NetSchools authorizing the execution, delivery and performance of this Amendment and the Joinder Agreement certified as true and accurate by its professional advisers access at reasonable times Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (on reasonable prior noticei) to its premises certifying that the attached copies of the Certificate of Incorporation or Bylaws of NetSchools are true and its officers, directors, employees, agents, representatives or advisersaccurate copies of the same, and (ii) identifying each officer of NetSchools authorized to any relevant assetsexecute this Amendment, accountsthe Joinder Agreement and the Amendment Documents, documents and records within the power or control of the Seller, so certifying as to enable the Buyer specimens of such officer's signature and its professional advisers to examine them and to take copies (at the Buyer’s expense) for the purpose of assessing the Claim; andsuch officer's incumbency in such offices as such officer holds. (d) be deemed to have given to the Buyer sole authority to avoid, dispute, compromise or defend the Claim. 8.6 If a payment due from the Buyer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Seller shall be entitled to receive from the Buyer such amounts as shall ensure that the net receipt, after tax, to the Seller in respect Certificates of the payment is insurance required under the same Security Agreement, naming the Agent, as it would have been were the payment not subject to taxcollateral agent for all Banks, as loss payee thereunder, together with an acceptable lender's loss payable endorsement.

Condition Subsequent. 8.1 The Seller (a) Not later than 5:00pm Eastern Time on August 14, 2019, the Borrower shall procure that Completion Accounts are delivered deliver evidence satisfactory to the Buyer as soon as practicable after Completion, together with a calculation of Agent and Lenders that the adjustment to the Purchase Price required under Clause 5.2, Roll Up has been consummated in accordance with Schedule 3.the following: 8.2 The Buyer (i) On or prior to August 12, 2019, the Agent shall procure have entered into escrow arrangements satisfactory to it with Fidelity National Title Insurance Company (the release “Title Company”) pursuant to which the Agent will wire to the Title Company proceeds of certain Loans requested to be made on the Existing Guarantee Closing Date to be held by the Title Company as escrow agent and disbursed to fund certain fees, costs and expenses related to the Roll Up in accordance with Schedule 3such escrow arrangements and this §8.16(a); (ii) Prior to the Title Company making any disbursement of Loan proceeds, the Agent shall have received evidence satisfactory to it that all conditions to the effectiveness of the Roll Up transactions (other than payment of any amounts to be made with proceeds of the Loans) with respect to Real Estate constituting at least 75% of the Borrowing Base Availability calculated as of the Closing Date (assuming completion of the Roll Up) shall have been satisfied such that after receipt by the applicable mortgage lender of such funds and performance by such lender of certain administrative or ministerial tasks related thereto, the Borrower may consummate the Roll Up transactions with respect to such Real Estate; (iii) Prior to the Title Company making a disbursement of Loan proceeds with respect to any particular Real Estate, (x) the Agent shall have received evidence satisfactory to it that all conditions to the effectiveness of the Roll Up transactions with respect to such Real Estate (other than payment of any amounts to be made with proceeds of the Loans) shall have been satisfied such that after receipt by the applicable mortgage lender of such funds and performance by such lender of certain administrative or ministerial tasks related thereto, the Borrower may consummate the Roll Up transactions with respect to such Real Estate and (y) the Agent shall have received and approved the settlement statement detailing the amounts to be paid by the Title Company in respect of the Roll Up of such Real Estate; (iv) Prior to the completion of the Roll Up, without the Agent’s express prior written consent, the Title Company shall not disburse any proceeds of the Loans to reimburse the Hertz Investment Group for costs related to the Roll Up or to make any contribution to the BVI Entities; and (v) The Title Company shall at all times hold in escrow, for the benefit of the Agent and the Seller shall provide all assistance reasonably requested Lenders, any portion of the Loan proceeds delivered to it by the Buyer Agent that has not been disbursed to fund any Roll Up transactions as set forth in connection with such release of the Existing Guarantee (at the Buyer’s sole expensethis §8.16(a). 8.3 The Buyer shall indemnify the Seller against any claim made under the Existing Guarantee in the period between Completion and the release of the Existing Guarantee as a condition subsequent to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal fees) suffered or incurred by the Seller arising out of or in connection with any such claim (any such costs and expenses to be itemised accordingly). 8.4 This indemnity shall not cover the Seller to the extent that a claim under it results from the Seller’s negligence or wilful misconduct. 8.5 If any third party makes a claim, or notifies an intention to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Seller shall: (a) as soon as reasonably practicable, give written notice of the Claim to the Buyer, specifying the nature of the Claim in reasonable detail; (b) To the extent that the Borrower has not make any admission consummated the Roll Up in full by 5:00 p.m. Eastern Time on August 14, 2019, the Borrower shall at such time, upon request of liabilityAgent, agreement or compromise in relation deliver to the Claim without Agent an updated Compliance Certificate calculating compliance with the prior written consent financial covenants in §9 based only on the Real Estate that is then actually owned by the Borrower and its Subsidiaries pursuant to the Roll Up and if the Borrower is not then in compliance with such financial covenants, (x) the Lenders shall not be obligated to fund any Loans or issue any Letters of Credit thereafter, (y) the Agent may direct the Title Company to return to the Agent any portion of the Buyer Loan proceeds previously delivered to the Title Company and apply any such funds to repay the Loans and (such consent not z) the Agent may, upon notice to be unreasonably conditionedthe Borrower, withheld or delayed); (cdeclare an immediate Event of Default or, at its option, require that Borrower make a mandatory prepayment under Section 3.2(a) give in an amount necessary to bring the Buyer Loans into compliance with the financial covenants in §9 based only on the Real Estate that is then actually owned by the Borrower and its professional advisers access at reasonable times (on reasonable prior notice) Subsidiaries pursuant to its premises and its officers, directors, employees, agents, representatives or advisersthe Roll Up, and to any relevant assets, accounts, documents and records within the power or control Commitments shall be reduced pro rata in accordance with their respective Commitment Percentages of the Seller, so as to enable the Buyer and its professional advisers to examine them and to take copies (at the Buyer’s expense) for the purpose of assessing the Claim; and (d) be deemed to have given to the Buyer sole authority to avoid, dispute, compromise or defend the Claimamount prepaid. 8.6 If a payment due from the Buyer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Seller shall be entitled to receive from the Buyer such amounts as shall ensure that the net receipt, after tax, to the Seller in respect of the payment is the same as it would have been were the payment not subject to tax.

Condition Subsequent. 8.1 The Seller shall procure that Completion Accounts are delivered 2.1 Anything in Section 10.3 of the Loan Agreement to the Buyer as soon as practicable contrary notwithstanding, from and after Completionthe date hereof, together with a calculation of the adjustment to the Purchase Price required under Clause 5.2, in accordance with Schedule 3. 8.2 The Buyer shall procure the release of the Existing Guarantee in accordance with Schedule 3, Borrowers and the Seller Guarantors shall provide all assistance reasonably requested by the Buyer in connection with such release of the Existing Guarantee (at the Buyer’s sole expense). 8.3 The Buyer shall indemnify the Seller against any claim made under the Existing Guarantee in the period between Completion and the release of the Existing Guarantee as a condition subsequent to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal fees) suffered or incurred by the Seller arising out of or in connection with any such claim (any such costs and expenses to be itemised accordingly). 8.4 This indemnity shall not cover the Seller to the extent that a claim under it results from the Seller’s negligence or wilful misconduct. 8.5 If any third party makes a claimnot, or notifies an intention to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Seller shall: (a) as soon as reasonably practicable, give written notice of the Claim to the Buyer, specifying the nature of the Claim in reasonable detail; (b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Lenders (a) constituting Required Lenders, and (b) including each Lender that is both a Revolving Credit Lender and a Term Loan Lender on the Buyer date of this Amendment (“Lenders’ Consent”), incur, assume or become obligated with respect to, or permit or suffer any Pledged Entity incurring, assuming or becoming obligated with respect to, directly or indirectly, any additional Permitted Indebtedness described in: (i) Section 10.3.1(f) (provided, however, that Lenders’ Consent shall not be required if and to the extent that such consent not Permitted Indebtedness is incurred in connection with the refinancing of the so-called Re-Remic repurchase agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ proceeds in excess of $17,000,000 generated by such refinancing are used to be unreasonably conditioned, withheld or delayedpay down principal of and other Obligations relating to the Term Loan); (cii) give the Buyer Sections 10.3.1(j) and its professional advisers access at reasonable times 10.3.1(k); (on reasonable prior noticeiii) to its premises and its officersSection 10.3.1(l) (provided, directorshowever, employees, agents, representatives or advisers, that Lenders’ Consent shall not be required if and to any relevant assetsthe extent that such Permitted Indebtedness is incurred in connection with the guaranty of equipment leases with respect to computers and other office equipment entered into in the ordinary course of business consistent with past practices with an aggregate purchase price not to exceed $250,000); (iv) Sections 10.3.1(m) and 10.3.1(n); (v) Section 10.3.1(p) (provided, accountshowever, documents that Lenders’ Consent shall not be required if and records within to the power extent that such Permitted Indebtedness consists of obligations to make severance payments and payments pursuant to consulting arrangements entered into in connection with a reduction in force of a magnitude and scope consistent with information provided by the Borrowers to the Lenders prior to the date hereof and requiring payments not to exceed in the aggregate $2,600,000; (vi) Section 10.3.1(q) (provided, however, that Lenders’ Consent shall not be required if and to the extent that such Permitted Indebtedness results from circumstances or events beyond the control of either Borrower or any of their Subsidiaries causing Risk-Adjusted Contingent Liabilities arising under Bond Transactions consummated prior to the Sellerdate hereof to be re-characterized as GAAP liabilities); (vii) Section 10.3.1(r); (viii) Section 10.3.1(s)(ii) (provided, however, that Lenders’ Consent shall not be required if and to the extent that such Permitted Indebtedness results from circumstances or events beyond the control of either Borrower or any of their Subsidiaries causing Risk-Adjusted Contingent Liabilities existing prior to the date hereof to be re-characterized so as to enable cause such Risk-Adjusted Contingent Liabilities to be included in the Buyer full face amount thereof in the definition of Funded Debt); (ix) Sections 10.3.1(t) and its professional advisers to examine them 10.3.1(u); (x) Section 10.3.2(a); (xi) Section 10.3.3; (xii) Section 10.3.4(a); (xiii) Section 10.3.4(b) (provided, however, that Lenders’ Consent shall not be required if and to take copies the extent that such Permitted Indebtedness (at “New Permitted Indebtedness”) is incurred in order to mitigate against or prevent direct liabilities becoming due and payable pursuant to any Risk-Adjusted Contingent Liabilities included in Permitted Indebtedness prior to the Buyer’s expensedate hereof with respect to counterparty-type exposure relating to guaranteed tax credit funds where the aggregate of such New Permitted Indebtedness arising under Section 10.3.4(b) for the purpose of assessing the Claimand related payments does not exceed $3,900,000); and (dxiv) be deemed to have given to the Buyer sole authority to avoid, dispute, compromise or defend the ClaimSections 10.3.5 and 10.3.6. 8.6 If a payment due from 2.2 Notwithstanding the Buyer under this clause is subject to tax (whether by way terms of direct assessment or withholding at its source)Section 10.4.2(c) of the Loan Agreement, the Seller Borrowers and the Guarantors shall be entitled not permit or suffer SPV I selling, transferring, assigning or conveying any of its right or title to receive from or interest in the Buyer such amounts B Bonds without Lenders’ Consent (except as shall ensure that previously pledged to ▇▇▇▇▇▇▇ Mac as contemplated by the net receipt, after tax, to the Seller in respect of the payment is the same as it would have been were the payment not subject to taxLoan Documents).

Condition Subsequent. 8.1 The Seller condition subsequent set forth in Section 16 is not satisfied on the Closing Date; then, and in any such event, and at any time thereafter, if any Event of Default shall procure that Completion Accounts are delivered then be continuing, the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to the Buyer as soon as practicable after CompletionBorrower, together with a calculation take any or all of the adjustment following actions, without prejudice to the Purchase Price required under Clause 5.2rights of the Administrative Agent or any Lender to enforce its claims against the Borrower, except as otherwise specifically provided for in this Agreement (PROVIDED that, if an Event of Default specified in Section 12.5 shall occur with respect to Holdings, the Borrower or any Specified Subsidiary, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii) and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment terminated, whereupon the Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; (iii) terminate any Letter of Credit that may be terminated in accordance with Schedule 3. 8.2 The Buyer shall procure its terms; and/or (iv) direct the release of the Existing Guarantee in accordance with Schedule 3, Borrower to pay (and the Seller shall provide all assistance reasonably requested by Borrower agrees that upon receipt of such notice, or upon the Buyer occurrence of an Event of Default specified in connection Section 12.5 with such release of respect to the Existing Guarantee (Borrower or any Specified Subsidiary, it will pay) to the Administrative Agent at the Buyer’s sole expense). 8.3 The Buyer shall indemnify the Seller against any claim made under the Existing Guarantee in the period between Completion and the release Administrative Agent's Office such additional amounts of the Existing Guarantee as a condition subsequent to Completion in accordance with Clause 8.1 and Schedule 3 and all other reasonable costs and expenses (including legal fees) suffered or incurred by the Seller arising out of or in connection with any such claim (any such costs and expenses cash, to be itemised accordingly). 8.4 This indemnity shall not cover held as security for the Seller Borrower's respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the extent that a claim under it results from the Seller’s negligence or wilful misconductaggregate Stated Amount of all Letters of Credit issued and then outstanding. 8.5 If any third party makes a claim, or notifies an intention to make a claim, against the Seller which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Seller shall: (a) as soon as reasonably practicable, give written notice of the Claim to the Buyer, specifying the nature of the Claim in reasonable detail; (b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Buyer (such consent not to be unreasonably conditioned, withheld or delayed); (c) give the Buyer and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Seller, so as to enable the Buyer and its professional advisers to examine them and to take copies (at the Buyer’s expense) for the purpose of assessing the Claim; and (d) be deemed to have given to the Buyer sole authority to avoid, dispute, compromise or defend the Claim. 8.6 If a payment due from the Buyer under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Seller shall be entitled to receive from the Buyer such amounts as shall ensure that the net receipt, after tax, to the Seller in respect of the payment is the same as it would have been were the payment not subject to tax.