The Debtors, with the prior written consent of the Supporting Common Interest Holders and Required Consenting Creditors (and solely with respect to provisions relating to their treatment or rights, with the consent of the Required Consenting Revolving Lenders), may waive any of the conditions to the Effective Date set forth in Article IX.A of the Plan at any time without any notice to any other parties in interest and without any further notice to or action, order, or approval of the Bankruptcy Court, and without any formal action other than proceeding to confirm and consummate the Plan.

Conditions Precedent to Amendment. This Amendment shall become effective as of the date first above written if, and only if on such date:

Conditions Precedent to Closing. In addition to those conditions precedent which are standard for similar transactions, closing of the Exchange will be subject to the following additional conditions:

Conditions Precedent; Effective Date. This Amendment shall be effective only if the Bank has received, on or before the date hereof (or such later date as the Bank may agree to in writing), each of the following, each in form and substance acceptable to the Bank:

Conditions Precedent to Settlement. The Parties, and each of their respective members, hereby agree to the following conditions precedent to the Settlement:

Conditions Precedent to Forbearance. Lender shall not be obligated under this Agreement, and the terms of this Agreement shall not be binding on Lender, unless and until: # Borrower has duly executed and delivered to Lender this Agreement, together with a copy of resolution of its board of directors approving the terms and execution and delivery of this Agreement; # Lender has duly executed and delivered to Borrower this Agreement; and # Borrower has issued to Lender warrants to purchase 5,995,453 shares of common stock of Borrower, substantially in the form attached hereto as [Exhibit A] (the “Forbearance Warrant”).

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER TO CLOSE.

Obligations of Seller and Buyer & Conditions Precedent to Closing. On or prior to Closing, Seller shall complete and deliver the Property in compliance with all terms and requirements stated herein, if not already done so, including specifically providing the Initial Dedications. Buyer’s obligation to close on the Property and Seller’s right to retain any of the earnest money deposit (other than the independent consideration) is subject to and conditioned upon the completion, compliance and satisfaction, as of the Closing Date, of each of the requirements described herein and below, and compliance with all delivery requirements of Paragraph 7 above. Unless specifically stated otherwise, the satisfaction of these conditions shall be at Seller’s expense. Buyer shall cooperate with Seller to satisfy these conditions as needed.

Conditions Precedent to Initial Transaction. [[Organization B:Organization]]’s agreement to continue to enter into Transactions hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that [[Organization B:Organization]] shall have received from [[Organization C:Organization]] any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to [[Organization B:Organization]] and its counsel in form and substance: