Common use of PRIVILEGED AND CONFIDENTIAL Clause in Contracts

PRIVILEGED AND CONFIDENTIAL. Subject to FRE 408 and Similar Privileges (d)Any Lender that is not a Lender prior to the Forbearance Agreement, Consent and Amendment Effective Date (any such Lender, a “New Lender”) shall become a party to the Facility Agreement with a Commitment as set forth on Schedule 1.01(a) (Commitments) attached hereto as Exhibit A by executing a signature page attached hereto as a New Lender. On the Forbearance Agreement, Consent and Amendment Effective Date, all Borrowings under the Facility Agreement then outstanding shall be deemed to be prepaid with the proceeds of new Borrowings incurred on the Forbearance Agreement, Consent and Amendment Effective Date which shall be incurred from the Lenders ratably in accordance with their Commitments as set forth on Schedule 1.01(a) (Commitments) attached as hereto as Exhibit A (it being understood that the amount of such Borrowings shall not increase the amount of Loans outstanding under the Facility Agreement and the New Lender shall be deemed to have purchased outstanding Loans from Existing Lenders such that after giving effect to such purchase, the percentage of the aggregate outstanding Loans held by each Lender party hereto will equal its Percentage (after giving effect to this Forbearance Agreement, Consent and Amendment on the Forbearance Agreement, Consent and Amendment Effective Date). All such Borrowings shall be made in coordination with the Administrative Agent, and the Administrative Agent may take all actions reasonably necessary to give effect thereto on the Forbearance Agreement, Consent and Amendment Effective Date. Further, each Lender party hereto will automatically and without further act be deemed to have assigned and/or assumed a portion of participations in outstanding Letters of Credit, such that, after giving effect to each such deemed assignment or assumption of participations, the percentage of the aggregate outstanding participations in Letters of Credit held by each Lender party hereto will equal its Percentage (after giving effect to this Forbearance Agreement, Consent and Amendment on the Forbearance Agreement, Consent and Amendment Effective Date). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained in the Existing Facility Agreement shall not apply to the transactions effected pursuant to this Section 7(d). SECTION 8.

PRIVILEGED AND CONFIDENTIAL. Subject to FRE 408 and Similar Privileges by it or any of its offices or facilities at which material Collateral owned by it is located (d)Any Lender that is not a Lender prior including the establishment of any such new office or facility), in each instance other than changes which have previously been disclosed in writing to the Administrative Agent, (v) the failure to, within 30 days of the Forbearance Agreement, Consent and Amendment Effective Date (any or such Lender, a “New Lender”later date as agreed by the Administrative Agent) shall become a party deliver to the Administrative Agent in writing notice of any change in the information in the Compliance Certificate most recently delivered to the Administrative Agent pursuant to Section 9.01(f) of the Existing Facility Agreement with a Commitment as set forth on Schedule 1.01(aAgreement, (vi) (Commitments) attached hereto as Exhibit A by executing a signature page attached hereto as a New Lender. On the failure to deliver to the Administrative Agent, within 30 days of the Forbearance Agreement, Consent and Amendment Effective Date (or such later date as agreed by the Administrative Agent), (A) schedules to the Existing Facility Agreement (as necessary) through the Forbearance Agreement, Consent and Amendment Effective Date and (B) a certification by a Responsible Officer of the Borrowers stating that such updated schedules are true, complete and correct in all material respects as of the Forbearance Agreement, Consent and Amendment Effective Date (or such later date as agreed by the Administrative Agent), (vii) any order (including, without limitation, any order further approving or modifying or amending the Taj DIP Facility) is entered in the U.S. Bankruptcy Cases which is materially inconsistent with this Forbearance Agreement, Consent and Amendment, without the prior written consent of the Required Lenders, (viii) with respect to the CVA: (A) the CVA shall fail to be approved at the duly convened meeting of creditors (or shall fail to be approved following the duly followed decision procedure in accordance with Rule 15.3 of the Insolvency (England and Wales) Rules 2016), (C) any challenge to the CVA pursuant to Section 6 of the Insolvency Xxx 0000 is upheld by the English court and results in the decision approving the CVA being revoked or suspended or an alternative proposal being put forward to creditors which would, in the reasonable opinion of the Administrative Agent, have a material adverse effect on the position of the Lenders or (D) the designated decision date (as defined in Rule 15.2 of the Insolvency (England and Wales) Rules 2016) in respect of the CVA has not occurred by 5:00 P.M. (New York City time) on December 25, 2017 (or such later date as agreed by the Administrative Agent in its sole discretion) or (ix) the Administrative Agent shall not have received, on or prior to the CVA Start Date, all Borrowings copies of any waivers, amendments, supplemental indentures or other similar documents that waive or otherwise amend any of the events of default (if any) that would be triggered by the CVA under the Taj DIP Facility Agreement then outstanding shall be deemed to be prepaid with and the proceeds of new Borrowings incurred Indenture (as defined in the Intercreditor Agreement). “Forbearance Agreement, Consent and Amendment Effective Date” has the meaning provided in Section 17. “Forbearance Period” means the period beginning on the Forbearance Agreement, Consent and Amendment Effective Date which shall be incurred from the Lenders ratably in accordance with their Commitments as set forth on Schedule 1.01(a) (Commitments) attached as hereto as Exhibit A (it being understood that the amount of such Borrowings shall not increase the amount of Loans outstanding under the Facility Agreement and the New Lender shall be deemed to have purchased outstanding Loans from Existing Lenders such that after giving effect to such purchase, the percentage of the aggregate outstanding Loans held by each Lender party hereto will equal its Percentage (after giving effect to this Forbearance Agreement, Consent and Amendment ending on the Forbearance Agreement, Consent and Amendment Effective Date). All such Borrowings shall be made in coordination with the Administrative Agent, and the Administrative Agent may take all actions reasonably necessary earliest to give effect thereto on the Forbearance Agreement, Consent and Amendment Effective Date. Further, each Lender party hereto will automatically and without further act be deemed to have assigned and/or assumed a portion of participations in outstanding Letters of Credit, such that, after giving effect to each such deemed assignment or assumption of participations, the percentage of the aggregate outstanding participations in Letters of Credit held by each Lender party hereto will equal its Percentage (after giving effect to this Forbearance Agreement, Consent and Amendment on the Forbearance Agreement, Consent and Amendment Effective Date). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained in the Existing Facility Agreement shall not apply to the transactions effected pursuant to this Section 7(d). SECTION 8.occur of:

PRIVILEGED AND CONFIDENTIAL. Subject to FRE 408 and Similar Privileges by it or any of its offices or facilities at which material Collateral owned by it is located (d)Any Lender that is not a Lender prior including the establishment of any such new office or facility), in each instance other than changes which have previously been disclosed in writing to the Administrative Agent, (v) the failure to, within 30 days of the Forbearance Agreement, Consent and Amendment Effective Date (any or such Lender, a “New Lender”later date as agreed by the Administrative Agent) shall become a party deliver to the Administrative Agent in writing notice of any change in the information in the Compliance Certificate most recently delivered to the Administrative Agent pursuant to Section 9.01(f) of the Existing Facility Agreement with a Commitment as set forth on Schedule 1.01(a) (Commitments) attached hereto as Exhibit A by executing a signature page attached hereto as a New Lender. On the Forbearance Agreement, Consent and Amendment Effective Date(vi) the failure to deliver to the Administrative Agent, all Borrowings under the Facility Agreement then outstanding shall be deemed to be prepaid with the proceeds within 30 days of new Borrowings incurred on the Forbearance Agreement, Consent and Amendment Effective Date which shall be incurred from (or such later date as agreed by the Lenders ratably in accordance with their Commitments as set forth on Schedule 1.01(aAdministrative Agent), (A) (Commitments) attached as hereto as Exhibit A (it being understood that schedules to the amount of such Borrowings shall not increase the amount of Loans outstanding under the Existing Facility Agreement and the New Lender shall be deemed to have purchased outstanding Loans from Existing Lenders such that after giving effect to such purchase, the percentage of the aggregate outstanding Loans held by each Lender party hereto will equal its Percentage (after giving effect to this Forbearance Agreement, Consent and Amendment on as necessary) through the Forbearance Agreement, Consent and Amendment Effective Date). All Date and (B) a certification by a Responsible Officer of the Borrowers stating that such Borrowings shall be made updated schedules are true, complete and correct in coordination with the Administrative Agent, and the Administrative Agent may take all actions reasonably necessary to give effect thereto on material respects as of the Forbearance Agreement, Consent and Amendment Effective Date. FurtherDate (or such later date as agreed by the Administrative Agent), each Lender party hereto will automatically and (vii) any order (including, without limitation, any order further act be deemed to have assigned and/or assumed a portion of participations approving or modifying or amending the Taj DIP Facility) is entered in outstanding Letters of Credit, such that, after giving effect to each such deemed assignment or assumption of participations, the percentage of the aggregate outstanding participations in Letters of Credit held by each Lender party hereto will equal its Percentage (after giving effect to U.S. Bankruptcy Cases which is materially inconsistent with this Forbearance Agreement, Consent and Amendment Amendment, without the prior written consent of the Required Lenders, (viii) with respect to the CVA: (A) the CVA shall fail to be approved at the duly convened meeting of creditors (or shall fail to be approved following the duly followed decision procedure in accordance with Rule 15.3 of the Insolvency (England and Wales) Rules 2016), (C) any challenge to the CVA pursuant to Section 6 of the Insolvency Xxx 0000 is upheld by the English court and results in the decision approving the CVA being revoked or suspended or an alternative proposal being put forward to creditors which would, in the reasonable opinion of the Administrative Agent, have a material adverse effect on the Forbearance Agreementposition of the Lenders or (D) the designated decision date (as defined in Rule 15.2 of the Insolvency (England and Wales) Rules 2016) in respect of the CVA has not occurred by 5:00 P.M. (New York City time) on December 25, Consent and Amendment Effective Date). The 2017 (or such later date as agreed by the Administrative Agent in its sole discretion) or (ix) the Administrative Agent shall not have received, on or prior to the CVA Start Date, copies of any waivers, amendments, supplemental indentures or other similar documents that waive or otherwise amend any of the events of default (if any) that would be triggered by the CVA under the Taj DIP Facility and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained Indenture (as defined in the Existing Facility Agreement shall not apply to the transactions effected pursuant to this Section 7(dIntercreditor Agreement). SECTION 8.

PRIVILEGED AND CONFIDENTIAL. Subject to FRE 408 and Similar Privileges (d)Any Lender that is not a Lender prior to c) the Administrative Agent shall have received from the Borrowers (i) copies of resolutions covering the authorization of this Forbearance Agreement, Consent and Amendment Effective Date (any such LenderAmendment, a “New Lender”) shall become a party in form and substance reasonably satisfactory to the Facility Agreement with a Commitment Administrative Agent and (ii) an officer’s certificate of an Authorized Officer of each of the Borrowers certifying that, as set forth on Schedule 1.01(a) (Commitments) attached hereto as Exhibit A by executing a signature page attached hereto as a New Lender. On of the Forbearance Agreement, Consent and Amendment Effective Date, (A) all Borrowings under representations and warranties contained herein and in the Facility Agreement then outstanding other Credit Documents shall be deemed to be prepaid true and correct in all material respects with the proceeds of new Borrowings incurred same effect as though such representations and warranties had been made on the Forbearance Agreement, Consent and Amendment Effective Date which shall be incurred from the Lenders ratably in accordance with their Commitments as set forth on Schedule 1.01(a) (Commitments) attached as hereto as Exhibit A date of such Credit Event (it being understood and agreed that the amount (x) 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 Borrowings shall not increase the amount of Loans outstanding under the Facility Agreement specified date and the New Lender (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be deemed to have purchased outstanding Loans from Existing Lenders true and correct in all respects on such that after giving effect to such purchase, the percentage of the aggregate outstanding Loans held by each Lender party hereto will equal its Percentage date) and (B) both before and immediately after giving effect to this Forbearance Agreement, Consent and Amendment on no Default or Event of Default has occurred and is continuing; (d) to the Forbearance Agreementextent the Borrowers have received an invoice, Consent all reasonable fees, charges and Amendment Effective Datedisbursements of (i) White & Case LLP, counsel to the Administrative Agent; (ii) Local Counsel, and (iii) any Lender Financial Advisor, together with all other fees and expenses submitted to the Borrowers and required to be paid or reimbursed pursuant to Section 13.01 of the Existing Facility Agreement (including out-of-pocket expenses of the Administrative Agent). All such Borrowings , shall be made in coordination with have been paid or reimbursed by the Borrowers; and (e) the Borrowers shall have paid, as a retainer for its services as counsel to the Administrative Agent, $250,000 to White & Case LLP (it being understood and agreed that prior to the Administrative Agent may take all actions reasonably necessary CVA Completion Date, such retainer shall be an “evergreen” retainer that will be “topped up” periodically upon request accompanied by reasonable detail of expected services to give effect thereto on the Forbearance Agreementbe rendered (but no more frequently than one every 30 days), Consent and Amendment Effective Date. Further, each Lender party hereto will automatically and without further act shall not be deemed to have assigned and/or assumed be a portion “cap” on costs, fees and expenses and that the receipt of participations in outstanding Letters of Credit, such that, after giving effect to each such deemed assignment or assumption of participations, retainer shall not limit the percentage rights and remedies of the aggregate outstanding participations in Letters of Credit held by each Lender party hereto will equal its Percentage (after giving effect to this Forbearance Agreement, Consent and Amendment on the Forbearance Agreement, Consent and Amendment Effective Date). The Administrative Agent and the Lenders hereby agree that Lenders, or the minimum borrowing, pro rata borrowing and pro rata payment requirements contained in obligation of the Borrowers under Section 13.01 of the Existing Facility Agreement shall not apply to the transactions effected pursuant to this Section 7(dor otherwise). SECTION 818.